Agenda packet — Carson City Council, October 20, 2026 (part 6 of 8)

CITY OF CARSON
Amorphic Five-Year Annual Billing
Sales Order Form
Amorphic Platform, Document Intelligence and Search, TRACE, Center of Excellence, and Implementation Customer City of Carson, California
Prepared For Gary Carter
Prepared By Mark Schreiber, Cloudwick Technologies, Inc. / Amorphic, [email protected] , (925) 818-5276
Program City of Carson Amorphic Five-Year Annual Billing Subscription OMNIA CONTRACT # OMNIA ID is # RH-22-026.

1. Executive Summary
This Sales Order Form establishes a five-year order for the Amorphic Platform, Document Intelligence and Search, Amorphic TRACE, Amorphic Center of Excellence (CoE), and implementation services for the City of Carson. The order provides a governed foundation for approved City content, secure information discovery, operational observability, and recurring expert guidance.

The five-year Cloudwick contract amount is $1,300,000. Carson will pay $260,000 at the start of each annual service period in Years 1 through 5. Each annual payment includes $250,000 in subscription fees and $10,000 for 40 prepaid CoE hours. The standard $50,000 implementation fee is waived.

YEAR 1 PAYMENT YEARS 2-5 PAYMENT FIVE-YEAR TOTAL
$260,000 $260,000 ANNUALLY $1,300,000
Cloudwick Technologiex, Inc | City of Carson Five-Year Annual Billing Sales Order Form Confidential Sales Order Form - City of Carson and Cloudwick Technologies Inc/ Amorphic Review 2

2. Commercial Schedule
All amounts are in U.S. dollars. The service term is five (5) years.

SKU Component Commercial Model Year 1 List Five-Year List AMORPHIC-PLATFORM Amorphic Platform subscription Annual subscription $100,000 $500,000 AMORPHIC-DOC-SEARCH Document Intelligence and Search Annual subscription $125,000 $625,000 AMORPHIC-TRACE Amorphic TRACE subscription Annual subscription $25,000 $125,000 AMORPHIC-COE-40 Amorphic CoE - 40 prepaid hours annually Prepaid services $10,000 $50,000 AMORPHICIMPLEMENTATION Implementation - Amorphic installation One-time $50,000 $50,000 Standard quoted total $310,000 $1,350,000
IMPLEMENTATION-WAIVER Five-year term implementation waiver Credit ($50,000) ($50,000) Contract amount $260,000 $1,300,000

2.1 Service-Year Contract Value
Year 1 Year 2 Year 3 Year 4 Year 5 Five-Year Total
$260,000 $260,000 $260,000 $260,000 $260,000 $1,300,000

2.2 Customer Payment Schedule
Payment Item Year 1 Year 2 Years 3-5 Five-Year Total
Amorphic subscription payment $250,000 $250,000 $250,000 annually $1,250,000 Amorphic CoE payment $10,000 $10,000 $10,000 annually $50,000 Implementation (waived from $50,000) $0 - - $0
Cloudwick invoice / payment due $260,000 $260,000 $260,000 annually $1,300,000 AWS promotional credit $40,000 direct to
Carson AWS account - -
Outside Cloudwick
quote

2.3 Pricing Notes
 The standard $50,000 implementation fee is fully waived for the five-year commitment.  The annual solution price is $260,000 for each of the five service years.  Each annual payment includes $250,000 in subscription fees and $10,000 for 40 prepaid Amorphic CoE hours.  The annual installment for each service year is invoiced at the start of that annual service period.  AWS will apply a separate one-time $40,000 promotional credit directly to Carson's AWS account in Year 1. The credit is outside this Sales Order Form and does not reduce Cloudwick invoices or contract value.

Cloudwick Technologiex, Inc | City of Carson Five-Year Annual Billing Sales Order Form Confidential Sales Order Form - City of Carson and Cloudwick Technologies Inc/ Amorphic Review 3

3. Ordered Products and Scope
SKU Included Entitlement / Scope
AMORPHIC-PLATFORM Amorphic Platform subscription for the approved City of Carson environment and approved data/content sources.

AMORPHIC-DOC-SEARCH Document Intelligence and Search for approved City documents, metadata, indexing, governed discovery, and cited source retrieval.

AMORPHIC-TRACE TRACE security, usage, AI activity, performance, and cost observability for the Amorphic environment.

AMORPHIC-COE-40 200 prepaid CoE hours over the five-year term, allocated as 40 hours in each service year at $250 per hour and billed annually at the start of the applicable annual service period.

AMORPHIC-IMPLEMENTATION Initial Amorphic installation and configuration for the approved scope, including up to one production and one development environment. The standard $50,000 fee is waived.

4. Term, Billing, and Procurement
Term. The subscription and included services are provided for a five (5) year term. The effective date is the date of the last signature below.

The subscription start date will be the start date stated in the applicable City purchase order or AWS Marketplace private offer.

Billing. Cloudwick will invoice $260,000 at the start of each annual service period in Years 1 through 5. Each installment covers that service year's subscription and 40 prepaid CoE hours. The total five-year contract amount is $1,300,000.

Payment. Each annual installment is due in accordance with the applicable City purchase order, AWS Marketplace private offer, and OMNIA flow-down terms. The subscription fees for the initial contract year shall be prepaid in full, with payment due within forty-five (45) calendar days following execution of the Agreement by both parties (Net 45 from signature). For each subsequent contract year, the annual subscription fees shall be invoiced in advance and payable Net 45 from the applicable invoice date. All subscription fees are subject to the pricing and terms established in the Agreement Procurement channel. The intended ordering channel is a Cloudwick AWS Marketplace private offer using the applicable OMNIA cooperative purchasing vehicle.

Excluded charges. Unless expressly included in this Sales Order Form, AWS infrastructure consumption, third-party fees, marketplace charges, and applicable taxes are excluded.

Additional work. Use-case development, mission-critical system integrations, and work outside the approved implementation scope require a mutually approved statement of work or change order.

5. Applicable Terms - OMNIA Flow-Down
This Sales Order Form is issued under and is subject to the applicable terms and conditions that flow down to this order from the City of Carson's OMNIA cooperative purchasing arrangement, OMNIA ID #RH-22-026. Those applicable flow-down terms are incorporated by reference to the extent they apply to the software, subscriptions, services, and procurement channel identified in this Sales Order Form.

If this Sales Order Form conflicts with an applicable OMNIA flow-down term, the applicable OMNIA flow-down term will control. The SKU descriptions, quantities, pricing, five-year term, service-year allocations, payment schedule, and scope expressly stated in this Sales Order Form remain effective to the extent they do not conflict with those applicable flow-down terms.

6. Acceptance
By signing below, the parties authorize this Sales Order Form and acknowledge the ordered products, five-year term, commercial schedule, payment schedule, scope, and incorporated OMNIA flow-down terms described above.

CITY OF CARSON CLOUDWICK TECHNOLOGIES, INC.

Authorized by: ______________________________ Authorized by: ______________________________ Title: ______________________________________ Title: ______________________________________ Signature / Date: ____________________________ Signature / Date: ____________________________

City of Rochester Hills
Master Agreement # RH-22-026
for
Software through a Marketplace and Cloud Services
with
AWS Marketplace
Effective: February 16, 2023
The following documents comprise the executed contract between the City of Rochester Hills, and AWS effective February 16, 2023:

I. Executed Master Agreement” (General Conditions/Contract Information Agreement)
II. Original RFP
III. Supplier’s Response to the RFP, incorporated by reference IV. OMNIA Partners
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City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services

GENERAL CONDITIONS/CONTRACT INFORMATION AGREEMENT
This General Conditions/Contract Information Agreement ("Agreement") is made this l[/~ay of February_, 2023 between Amazon Web Services Inc. ("AWS", "Contractor" or "Offeror") and the City of Rochester Hills.

This Agreement is only applicable to any transactions that involve the City of Rochester Hills' as the Principal Procurement Agency. This Agreement shall not apply to the access and use of AWS Services ("Services") or Services Offerings, as defined by the AWS Enterprise Agreement. Should the City of Rochester Hills or any other entity access or use AWS Services or Service Offerings, then such access or use shall only be governed by the AWS Enterprise Agreement.

1. All correspondence from interested firms regarding this proposal must be directed to the attention of Lisa Cummins, CPPB, Procurement Manager, 1000 Rochester Hills Drive, Rochester Hills, Michigan 48309, 248/841-2537. All inquiries will be made in writing in order that a written response in the form of an addendum can be processed before the proposals are opened. Inquiries received after June 28, 2022 at 5:00 p.m., will not be considered.

2. Additional information to this proposal from prospective firms shall be requested by the Purchasing Division of the City of Rochester Hills.

3. Proposals will not be accepted from, or contract awarded to any person, firm, or corporation that is in arrears or is in default to the City of Rochester Hills upon any debt or contract, or that is in default as surety or otherwise, or failed to perform faithfully any previous contract with the City.

4. Proposals may not be withdrawn after they have been deposited with the City of Rochester Hills, except as provided by law.

5. All costs incurred in the preparation, submission, and presentation of this proposal, in any way whatsoever, will be wholly absorbed by the prospective firm. All supporting documentation submitted by the Offeror in the response to the Request for Proposals will be in the possession of the City of Rochester Hills unless requested otherwise at the time of submission. Documents in the possession of the City of Rochester Hills are subject to FOIA. Michigan FOIA requires the disclosure, upon request, of all public records that are not exempt from disclosure under section 13 of the Act, which are subject to disclosure under the Act. Therefore, confidentiality of information submitted in response to this Request for Proposals is not assured.

6. Trade Secrets or proprietary information submitted by an Offeror in connection with this procurement transaction shall not be subject to public disclosure under the Michigan Freedom of Information Act:
however, the Offeror must invoke these protections upon submission of the data or the materials, and must identify the data or other materials to be protected and state the reason why protection is necessary. References may be made within the body of the proposal to proprietary or trade secret information (Item 7): however all information contained within the body of the proposal not in the separate section labeled proprietary shall be public information. City of Rochester Hills may disclose CC TEC 00061344 2023 TR
City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services trade secrets or proprietary information as required to comply with orders of governmental entities with jurisdiction over it, if Company (i) gives Offeror prior written notice sufficient to allow Offeror to seek a protective order or other remedy (except to the extent that City of Rochester Hills's compliance would cause it to violate an order of the governmental entity or other legal requirement), (ii) discloses only such information as is required by the governmental entity, and (iii} uses commercially reasonable efforts to obtain confidential treatment for any trade secret or proprietary information so disclosed.

7. Mandatory provisions of this Request for Proposals are indicated by the inclusion of the words "shall" or "must" to identify the Contractor's obligations.

8. The City's proposed contract documents and this Request for Proposals contain terms and conditions the City favors and intends to use for the resultant contract. If the Offeror wishes the City to consider any changes to these documents. such changes must be submitted as part of the Offerer's proposal (Item 8).

9. If an Offeror requires additional agreements, i.e., master service agreement, end user licensing agreement, etc. a copy of the proposed agreement must be included with the proposal. Any additional agreements provided by the Offeror are complimentary to the terms and conditions stated herein or for the use of Participating Public Agencies and shall not replace City of Rochester terms and conditions

10. The City reserves the right to reject any and all proposals, to waive any informality in the proposal received, and to accept any proposal (or part thereof) which it will deem to be most favorable to the interests of the City or to award to multiple proposers.

11. The City reserves the right to modify the scope of Services during the course of the contract upon mutual agreement. Upon mutual agreement, such modification may include adding or deleting any tasks this project will encompass and/or any other modifications deemed necessary.

12.The City reserves the right to terminate the contract in accordance with the Enterprise Agreement. The City reserves the right to re-award the contract to the second most qualified proposal, re-bid the contract or do whatever is deemed to be in its best interest.

13. The successful proposer must furnish documentation complying with State of Michigan and Federal laws relating to discrimination under Equal Employment Opportunity (EEO).

14. The City of Rochester Hills is exempt from all sales, excise, and transportation taxes. However, such exemption is subject to the City of Rochester Hills completing and submitting Offeror's tax forms evidencing the City of Rochester Hills' exemption. Offeror will provide Customer with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.

15. The selected firm must maintain for the life of the agreement insurance coverage meeting the minimum limits of liabilities as outlined herein.

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City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services

16. No faxed. email. or mailed proposals will be accepted. All information requested herein must be submitted with the proposal; failure to do so may result in rejection of the proposal as non-responsive and/or incomplete.
17 .All proposals must be in accordance with the Purchasing Ordinances of the City of Rochester Hills and the requirements of this solicitation to be deemed responsive. Any deviation from the specifications must be noted in the proposal.

18.AII data, materials and documentation originated and prepared for the City of Rochester Hills pursuant to the Request for Proposals and the subsequent contract shall be in the possession of the City of Rochester Hills. Subsequent contract is defined as this General Terms and Conditions/Contract Information Agreement executed between the Offeror and City of Rochester Hills.

19. If Offeror uses Subcontractors, Offeror will (a) impose appropriate contractual obligations upon its Subcontractors, and (b) be responsible if the acts or omissions of its Subcontractors cause Offeror to breach any of its obligations under this Agreement. The use of Subcontractors will not release Offeror from any of its obligations under this Agreement. "Subcontractor" means an unaffiliated third party to whom Offeror has delegated a material portion of its obligations to provide the Services to Customer under this Agreement.

20.The City of Rochester Hills reserves the rights to waive any informalities, or immaterial omissions or defects not involving price, time or changes in the worl< and to reject any or all proposals, if to do so is deemed in the best interest of the City. In no event will an award be made until all necessary investigations are made as to the responsibility and qualifications of the consultant to whom it is proposed to make such award. Any contract awarded to a person or company who is discovered to have been in default or disqualified at the time of the awarding of the contract shall be voidable at the discretion of the Mayor or the City of Rochester Hills.

21. Proposers are advised that the RFP is considered to be under evaluation until contract award. The Purchasing Division and City staff are restricted from giving any information relative to the proposals and the "progress" of the evaluation during this time, except as described in this RFP and as required to administer the evaluation process. Proposers will be notified when an award is made and a notice posted on the MITN website. Proposal information will be available upon award of the contract.

22. In the event banl<ruptcy proceedings are commenced by or against Contractor or under any provisions of the United States Bankruptcy Act or for the appointment of a receiver or trustee or a general assignment for the benefit creditors of either party, then City shall be entitled to terminate the Agreement/Contract between the City of Rochester Hills and the Offeror without further cost or liability beyond the City's usage of the Offeror's Services.

23.As this Request for Proposals is being made available by electronic means, the proposer accepts full responsibility to insure that no changes are made to the Request for Proposals documents. In the event CC TEC 00061344 2023 TR
City of Rochester Hills RFP-RH 22-026
On-Line Marketplace for Cloud and Software Products/Services ----------------------~-- ----~- - ---------------- -------· - ---- - ------ of conflict between a version of the Request for Proposals submitted by proposer and the version maintained by the City of r-~ochester Hills Purchasing Division, the version maint<1ined by the City of Rochester Hills Purchasing Division shall govern.

24. It shall be the proposer's responsibility to rnahe inquiry as to the changes or addenda issuecl. Adclenclum will be posted on the MITN system. All such changes or addenda shall become a part of the Agreement and all Contractors shall be bound by such changes or addenda.

25. Under 2012, PA5l7, an Iran linked business, as defined therein, is not eligible to contract with the City and shall not submit a proposal.

26. In the event sufficient budgeted funds are not available for a new fiscal period, the City shall notify the vendor of such occurrence and the contract shall terminated. Notwithstanding the foregoing, the City of Rochester Hills shall be responsible for terminating their use of the Offerer's Services and for any charges incurred due to the use of the Services.

27. Offeror warrants that the Services furnished to the City will perform substantially in accordance with the AWS Documentation.

28.lndemnification (Hold Harmless) Clause
To the fullest extent permitted by law, the Consultant agrees to defend, pay on behalf of, indemnify, and hold harmless the City of Rochester Hills, its elected and appointed officials, employees and volunteers and others working on behalf of the City of Rochester Hills against any and all claims, demands, suits, or loss, including all costs and attorney fees connected therewith, and for any damages which may be asserted, claimed or recovered against or from the City of Rochester Hills, its elected and appointed officials, employees, volunteers or others working on behalf of the City of Rochester Hills, by reason of personal injury, including bodily injury or death and/or property damage, including loss of use thereof, whicl1 arises out of or is in any way connected or associated with this Agreement.

29. Liability Disclaimer/Limitation of Liability
In no event will (a) either party be liable for loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement, however caused and regardless of theory of liability; and (b) either party's aggregate liability under this Agreement exceed USD $1,000,000.00. :;~~~ Narr:&(,0!%1'1 \ lh )\ttv
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City of Rochester Hills Enterprise Agreement
This Enterprise Agreement (this "Agreement") Is made and entered Into by ;ind among the AWS Contracting Party specified on this Cover Page, any other AWS Contracting Party that Is added to this Agreement pursuant to Section

12.14, and the customer specified on this Cover Page (''Customer"). The AWS Contracting Parties are collectively referred to herein as "AWS."
In consideration of the mutual promises contained In this Agreement, /\WS and Customer agree to all terms of the Agreement effective as of the date the last party signs this Agreement (the "F.ffectlve Date").

Defined terms used In this Agreement with initial letters capitalized have the meanings given in Section 13 below.

AWS Contracting Party:

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Signature Date: _;LW.!J !1-")'..cc.......,.3,___ ____ _ Address:
410 Terry Avenue North
Seatle, WA 98109-S210
Attention: AWS General Counsel
Fax: 206-266-7010
aty of Rochesier Hllls, Michigan
AWS [nterµrise Agreement

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Customer Name: City of Rochester Hills, Michigan
Bvt~L·c~ .. Name.~=="--"===-==-=,.'-1.LC:,i+.,_..,_._,__ __ -=-__ . 1.Gc:r Address:IC{Y') Aoch:t)t'.(- lbJ l~ ];(\ \/' r-ii;Yt<S~r ·t·kl/;;1 /U I ~~?iJ1 Attention: U oo_ ~m1 (\S

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1. Use of the Service Offerings.

1.1 Generally. Customer may access and use the Services in accordance with this Agreement. Service Level Agreements apply to certain Services. Customer's use of the Service Offerings will comply with the terms of this Agreement.

1.2 AWS Account. To access the Services, Customer must create one or more AWS Enterprise Accounts. Unless explicitly permitted by the Service Terms, Customer will only create one AWS Enterprise Account per email address. All AWS Enterprise Accounts will be covered by this Agreement. For all AWS Enterprise Accounts, this Agreement supersedes any acceptance of the AWS Customer Agreement by Customer or any of its employees acting on behalf of Customer. If any of Customer's AWS accounts do not meet the definition of an "AWS Enterprise Account," those accounts will be governed by the AWS Customer Agreement.

1.3 Third-Party Content. Third-Party Content may be used by Customer at Customer's election. ThirdParty Content is governed by this Agreement unless accompanied by separate terms and conditions, which may include separate fees and charges.

1.4 Customer Affiliates. Any Customer Affiliate may use the Service Offerings under its own AWS Enterprise Account(s) under the terms of this Agreement by executing an addendum to this Agreement with AWS, as mutually agreed by AWS and the Customer Affiliate.

2. Changes.

2.1 To the Service Offerings. AWS may change or discontinue any of the Service Offerings, from time to time. For any AWS Enterprise Accounts enrolled in AWS Support at the Developer-level tier or above (or any successor service providing such communications alerts), AWS will provide at least 12 months' prior Notice to Customer if AWS decides to discontinue a Service that it makes generally available to its customers and that Customer is using. AWS will not be obligated to provide Notice under this Section 2.1 if the discontinuation is necessary to address an emergency or threat to the security or integrity of AWS, respond to claims, litigation, or loss of license rights related to third-party intellectual property rights, or comply with the law or requests of a government entity.

2.2 To the Service Level Agreements. AWS may change Service Level Agreements from time to time, but will provide 90 days' prior Notice to Customer before materially reducing the benefits offered to Customer under any Service Level Agreement(s) that are available as of the Effective Date.

3. Privacy and Security.

3.1 AWS Security. AWS will implement reasonable and appropriate measures for the AWS Network (as determined by AWS) designed to help Customer secure Customer Content against accidental or unlawful loss, access or disclosure {the "Security Objectives") in accordance with the AWS Security Standards. AWS may modify the AWS Security Standards from time to time, but will continue to provide at least the same level of security as is described in the AWS Security Standards on the Effective Date. 3,2 Data Privacy. Customer may specify the AWS regions in which Customer Content will be stored. Customer consents to the storage of Customer Content in, and transfer of Customer Content into, the AWS regions Customer selects. AWS will not access or use Customer Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. AWS will not (a) disclose Customer Content to any government or third party, or (b) move Customer Content from the AWS regions selected by Customer; except in each case as necessary to comply with the law or a binding order of a governmental body (such as a subpoena or court order). Unless it would be in violation of a court order or other legal requirement, AWS will give Customer reasonable Notice of any legal requirement or order referred to in this Section 3.2, to enable Customer to seek a protective order or other appropriate remedy. AWS will only use Account Information in accordance with the Privacy Notice, and Customer consents to such usage. The Privacy Notice does not apply to Customer Content.

City of Rochester Hills, Michigan
AWS Enterprise Agreement

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3.3 AWS Information Security Program. As of the Effective Date, the AWS Information Security Management System (ISMS) is ISO 27001 certified. AWS will maintain an information security program designed to provide at least the same level of protection as evidenced by that certification on the Effective Date.

3.4 Audits of Technical and Organizational Measures. Upon Customer's request, and provided that the parties have an applicable NOA in place, AWS will provide to Customer a copy of the AWS System and Organization Controls 1, Type 2 report or such alternative industry standard reports or certifications that are substantially equivalent as reasonably determined by AWS. AWS will make this documentation available to Customer via AWS Artifact (or an alternative means accessible via the AWS Site) and this documentation will be treated as Confidential Information of AWS under the NOA.

4. Customer Responsibilities.

4.1 Customer Content. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Content. Customer agrees that Customer Content will not violate any of the Policies or any applicable law.

4.2 Customer's Security and Redundancy. Customers have a variety of options to choose from when configuring their accounts, and for all sensitive or otherwise valuable content AWS recommends that Customer uses strong security and redundancy features, such as access controls, encryption, and backup. Customer is responsible for properly configuring and using the Service Offerings in a manner that provides security and redundancy of its AWS Enterprise Accounts and Customer Content, such as, for example, using enhanced access controls to prevent unauthorized access to AWS Enterprise Accounts and Customer Content, using encryption technology to prevent unauthorized access to Customer Content, and ensuring the appropriate level of backup to prevent loss of Customer Content.

4.3 Log-In Credentials and Account Keys. AWS log-in credentials and private keys generated by the Services are for Customer's internal use only and Customer may not sell, transfer or sublicense them to any other entity or person, except that Customer may disclose its private key to its agents and subcontractors (including any of its Affiliates who are acting as an agent or subcontractor of Customer) performing work on behalf of Customer.

Except to the extent caused by AWS's breach of this Agreement, as between the parties, Customer is responsible for all activities that occur under its AWS Enterprise Accounts.

4.4 End Users. If Customer uses the Services to provide services to, or otherwise interact with, End Users, then Customer, and not AWS, will have the relationships (e.g., via executed contracts between Customer and End Users or via online terms of service) with End Users. Therefore Customer, and not AWS, is responsible for End Users' use of Customer Content and the Service Offerings. To the extent that Customer enables End Users to access the Services or Customer Content, Customer will ensure that all End Users comply with any applicable obligations of Customer under this Agreement and that any terms of any agreement with each End User are not inconsistent with this Agreement. AWS does not provide any support or services to End Users unless AWS has a separate agreement with Customer or an End User obligating AWS to provide support or services to End Users. Customer is responsible for providing customer service (if any) to End Users.

5. Fees and Payment.

5.1 Service Fees. Unless otherwise stated on the AWS Site, AWS will invoice Customer at the end of each month for all applicable fees and charges accrued for use of the Service Offerings, as described on the AWS Site, during the month. Customer will pay AWS all invoiced amounts within 30 days of the date of the invoice (other than Disputed Amounts). For any Disputed Amounts, Customer will provide Notice to AWS, including the basis for the dispute (including any supporting documentation), and the parties will meet within 30 days of the date of the Notice to resolve the dispute. If the parties fail to resolve the dispute within such 30 day period, AWS may, at its option, limit (in full or in part) Customer's or any End User's right to access or use the Service Offerings until the dispute is resolved. All amounts payable by Customer under this Agreement will be paid to AWS without setoff or counterclaim and without deduction or withholding, provided that Disputed Amounts will be handled as set forth above. Fees and charges for any new Service or new feature of a Service will be effective when AWS posts updated fees and charges on the AWS Site, unless expressly stated otherwise in a Notice. AWS may increase or add new fees and charges for any existing Service by giving Customer at least 60 days' prior Notice. AWS may City of Rochester Hills, Michigan
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charge Customer interest at the rate of 1.5% per month (or the highest rate permitted by law, whichever is less) on all late payments.

5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by Customer are exclusive of Indirect Taxes, except where applicable law requires otherwise. AWS may charge and Customer will pay applicable Indirect Taxes that AWS is legally obligated or authorized to collect from Customer. Customer will provide such information to AWS as reasonably required to determine whether AWS is obligated to collect Indirect Taxes from Customer. AWS will not collect, and Customer will not pay, any Indirect Tax for which Customer furnishes AWS a properly completed exemption certificate or a direct payment permit certificate for which AWS may claim an available exemption from such Indirect Tax. All payments made by Customer to AWS under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, Customer will pay such additional amounts as are necessary so that the net amount received by AWS is equal to the amount then due and payable under this Agreement. AWS will provide Customer with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.

6. Temporary Limitation of Access and Use Rights. AWS may temporarily limit (in full or in part, as set forth in this Section 6) Customer's or any End User's right to access or use the Service Offerings upon Notice to Customer (which will be reasonable prior notice unless AWS reasonably believes immediate limitation is necessary) if AWS reasonably determines that Customer's or an End User's use of the Service Offerings poses a security risk or threat to the function of the Service Offerings, or poses a security or liability risk or threat of harm to AWS, its Affiliates or any third party. AWS will only limit Customer's right to access or use the instances, data or portions of the Service Offerings that caused the security or liability risk or threat. AWS will restore Customer's access and use rights promptly after Customer has resolved the issue giving rise to the limitation. Customer remains responsible for all fees and charges for the Service Offerings during the period of limitation.

7. Term; Termination.

7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated pursuant to this Agreement. Any Notice of termination of this Agreement must include a Termination Date.

7.2 Termination.
(a) Termination for Convenience. Customer may terminate this Agreement for any reason by providing AWS Notice. AWS may terminate this Agreement for any reason by providing Customer at least two years' Notice.
(b) Termination for Cause.
(i) By Customer or AWS. Either Customer or AWS may terminate this Agreement for cause if the other is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of Notice by the breaching party.
(II) By AWS. AWS may terminate this Agreement for cause (a) upon 90 days' Notice to Customer if AWS has the right to limit Customer's or any End User's right to access or use the Service Offerings under Section 6 and Customer has not cured the condition giving rise to that right to limit within such 90 day period, or (b) upon 30 days' Notice to Customer In order to comply with applicable law or requirements of governmental entities.

7.3 Effect of Termination.
(a) Generally, Upon the Termination Date:
(i) except as provided in this Section 7.3, all of Customer's rights under this Agreement Immediately terminate;
City of Rochester HIiis, Michigan
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(ii) Customer remains responsible for all fees and charges Customer has incurred through the Termination Date; and
(iii) Sections 4, 5, 7.3, 8.1, 8.3, 8.4, 9, 10.3, 11, 12 and 13 will continue to apply in accordance with their terms.
(b) Post-Termination Retrieval of Customer Content. During the 90 days following the Termination Date, AWS will not take action to remove any Customer Content as a result of the termination from any open AWS Enterprise Account. In addition, during such period, Customer may retrieve any remaining Customer Content from the Services, unless (i) prohibited by law or the order of a governmental or regulatory body or it could subject AWS or its Affiliates to liability, or (ii) Customer has not paid all amounts due under this Agreement, other than Disputed Amounts. For any use of the Services during such period, all terms of this Agreement will continue to apply and Customer will pay the applicable fees at the rates under Section 5. No later than the end of this 90 day period, Customer will close all AWS Enterprise Accounts and return or, if instructed by AWS, destroy all AWS Content in Customer's possession (except for AWS Content that is publicly available on the AWS Site).

8. Proprietary Rights.

8.1 Customer Content. As between Customer and AWS, Customer (or Customer's licensors) own all right, title, and interest in and to Customer Content. Except as provided in this Agreement, AWS obtains no rights under this Agreement from Customer (or Customer's licensors) to Customer Content. 8,2 Intellectual Property License. The Intellectual Property License applies to the use of AWS Content and the Services.

8.3 Restrictions. Neither Customer nor any End User may use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither Customer nor any End User may, or may attempt to (a) reverse engineer, disassemble, or decompile the Services or AWS Content or apply any other process or procedure to derive the source code of any software included in the Services or AWS Content, (b} access or use the Services or AWS Content in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Services or AWS Content. The AWS Trademark Guidelines apply to the use of AWS Marks. Customer will not misrepresent or embellish the relationship between AWS and Customer (including by expressing or implying that AWS supports, sponsors, endorses, or contributes to Customer or Customer's business endeavors). Customer will not imply any relationship or affiliation between AWS and Customer except as expressly permitted by this Agreement.

8.4 Suggestions. If Customer elects to provide any Suggestions to AWS or its Affiliates, AWS and its Affiliates will be entitled to use the Suggestions without restriction.

9. Third-Party Claims.

9.1 Policies and End User Disputes. Customer will defend AWS, Its Affiliates, and their respective employees, officers, directors, and representatives against any third-party claim that arises from a violation of the Policies by Customer or any End User, or that arises from any dispute between Customer and any Customer's End Users, which as defined herein means any individual or entity that directly or indirectly through another user (a) accesses or uses Customer Content, or (b} otherwise accesses or uses the Service Offerings under an AWS Enterprise Account, and will pay the amount of any adverse final judgment or settlement.

9.2 Intellectual Property.
(a} Subject to the limitations in this Section 9, AWS will defend Customer and its employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party's intellectual property rights, and will pay the amount of any adverse final judgment or settlement. (b) Subject to the limitations in this Section 9, Customer will defend AWS, its Affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any Customer Content infringes or misappropriates that third party's intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

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(c) No party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Customer Content, as applicable, with any other product, service, software, data, content, or method. In addition, AWS will have no obligations or liability arising from Customer's or any End User's use of the Services after AWS has notified Customer to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Customer Content. (d) For any claim covered by Section 9.2(a), AWS will, at its election, either; (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.

9.3 Process. The obligations under this Section 9 will apply only if the party seeking defense, payment or indemnity from another party: (a) gives that party prompt Notice of the claim; (b) permits that party to control the defense and settlement of the claim; and (c) reasonably cooperates with that party (at that party's expense) in the defense and settlement of the claim. In no event will AWS or Customer agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other.

10. AWS Warranties and Warranty Disclaimers.

10.1 AWS Warranties. AWS represents and warrants to Customer that the Services will perform substantially in accordance with the Documentation.

10.2 Mutual Warranties. Customer and AWS each represents and warrants to the other that (a) it has full power and authority to enter into and perform this Agreement, (b) the execution and delivery of this Agreement has been duly authorized, (c) it will comply with all applicable laws, rules, regulations and ordinances in the performance of this Agreement (and, in the case of Customer, the use of the Service Offerings), and (d) its performance hereunder does not breach any other agreement to which it is bound.

10.3 Warranty Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1 AND SECTION 10.2, AND

EXCEPT TO THE EXTENT PROHIBITED BY LAW, AWS, ITS AFFILIATES AND ITS LICENSORS MAKE NO

REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,

REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND DISCLAIM ALL OTHER WARRANTIES,

INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (A) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS

FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (B) ARISING OUT OF ANY COURSE OF

DEALING OR USAGE OF TRADE, (C) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE

UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, AND (D) THAT ANY CONTENT, INCLUDING CUSTOMER CONTENT OR THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

11. Limitations of Liability.

11.1 Liability Disclaimers. NEITHER AWS NOR CUSTOMER, NOR ANY OF THEIR AFFILIATES OR LICENSORS,

WILL BE LIABLE TO THE OTHER UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY OJI.MAGES, (B) THE VALUE OF CUSTOMER CONTENT, (C) LOSS OF PROFITS, REVENUES, CUSTOMERS,

OPPORTUNITIES, OR GOODWILL, OR (D) UNAVAILABILITY OF THE SERVICE OFFERINGS (THIS DOES NOT LIMIT ANY SERVICE CREDITS THAT MAY BE AVAILABLE UNDER SERVICE LEVEL AGREEMENTS). THIS SECTION 11.1 WILL NOT LMIT OBLIGATIONS UNDER SECTION 9.1 OR SECTION 9.2 TO PAY THE AMOUNT OF ANY ADVERSE FINAL JUDGMENT OR

SETTLEMENT TO WHICH THE PARTY OBLIGATED TO DEFEND AND PAY AGREES, ARISING OUT OF A THIRD-PARTY CLAIM TO WHICH SECTION 9.1 OR SECTION 9.2 APPLIES, EVEN IF SUCH ADVERSE FINAL JUDGMENT OR SETTLEMENT

INCLUDES INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCURRED BY THE THIRD PARTY.

11.2 Damages Cap. EXCEPT FOR PAYMENT OBLIGATIONS ARISING UNDER SECTION 9, THE AGGREGATE

LIABILITY UNDER THIS AGREEMENT OF EITHER AWS OR CUSTOMER, AND ANY OF THEIR RESPECTIVE AFFILIATES OR

LICENSORS, WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO AWS UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE; PROVIDED, City of Rochester Hills, Michigan
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HOWEVER THAT NOTHING IN THIS SECTION 11 WILL LIMIT CUSTOMER'S OBLIGATION TO PAY AWS FOR CUSTOMER'S USE OF THE SERVICE OFFERINGS PURSUANT TO SECTION 5, OR ANY OTHER PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

12. Miscellaneous.

12.1 Assignment. Neither Customer nor AWS may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement without the prior written approval of the other; except that either Customer or AWS may assign or otherwise transfer this Agreement without the consent of the other (a) in connection with a merger, acquisition or sale of all or substantially all of its assets, or (b) to any Affiliate or as part of a corporate reorganization, or (c) in the case of AWS, with respect to specific AWS Enterprise Accounts, to an Affiliate. Effective upon such assignment or transfer, subject to the assignee/transferee's consent, the assignee/transferee is deemed substituted for the assignor/transferor as a party to this Agreement and the assignor/transferor is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

12.2 Counterparts; Facsimile, This Agreement may be executed by facsimile or by electronic signature in a format approved by AWS, and in counterparts, each of which (including signature pages) wiil be deemed an original, but 211 of which together will constitute one and the same instrument.

12.3 Entire Agreement, This Agreement incorporates the Policies and the AWS Contracting Party Site by reference and is the entire agreement between Customer and AWS regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Customer and AWS, whether written or verbal, regarding the subject matter of this Agreement (including, as set forth in Section 1.2, any acceptance of the AWS·Customer Agreement by Customer or any of its employees acting on behalf of Customer). AWS will not be bound by any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by Customer in any order, receipt, acceptance, confirmation, correspondence or other document, {b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that Customer submits or requires AWS to complete. If the terms of this document are inconsistent with the terms contained in any Policy or the AWS Contracting Party Site, the terms contained in this document will control, except that (i) the Service Terms will control over this document and (ii) the AWS Contracting Party Site will control over this document with respect to any AWS Enterprise Accounts associated with an AWS Contracting Party that is added to this Agreement pursuant to Section 12.14. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the parties to this Agreement.

12.4 Force Majeure. Except for payment obligations, no party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outage, utilities or telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

12.5 Governing Law; Venue. The laws of the State of Michigan, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the parties. Any dispute relating in any way to the Service Offerings or this Agreement will only be adjudicated in a state or federal court located in Oakland County, Michigan. Each party consents to exclusive jurisdiction and venue in these courts.

Notwithstanding the foregoing, any party may seek Injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party's, its Affiliates' or any third party's intellectual property or other proprietary rights. The United Nations Convention for the international Sale of Goods does not apply to this Agreement.

12.6 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such City of Rochester HIiis, Michigan
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laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. Customer is solely responsible for compliance with applicable laws related to the manner in which Customer chooses to use the Service Offerings, including (i) Customer's transfer and processing of Customer Content, (ii} the provision of Customer Content to End Users, and (iii} specifying the AWS region in which any of the foregoing occur. Customer represents that Customer and the entities that own or control Customer, and the financial institutions used to pay AWS under this Agreement, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce's Entity List}, the European Union or its member states, or other applicable government authority. 12,7 Independent Contractors. AWS and Customer are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Customer nor AWS, nor any of their respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other.

12.8 Language. All communications and Notices made or given pursuant to this Agreement must be in the English language. If AWS provides a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

12.9 Nondisclosure; Publicity. If the parties have an NDA, then the NDA is incorporated by reference into this Agreement, except that the security provisions in Section 3, not the NDA, apply to Customer Content. Except to the extent permitted by applicable law, neither Customer nor AWS will issue any press release or make any other public communication with respect to this Agreement or Customer's use of the Service Offerings. AWS and Customer agree that the contents of this Agreement are not publicly known and will not be disclosed by them.

12.10 Notice.
(a) General. Except as otherwise set forth in Section 12.lO(b}, to give notice to a party under this Agreement, each party must contact that other party as follows: (i} by facsimile transmission; or (ii} by personal delivery, overnight courier or registered or certified mail. Notices must be sent to the fax number of the other party listed on the Cover Page to this Agreement or addressed to the address of the other party listed on the Cover Page to this Agreement (or in the case of any AWS Contracting Party that is added to this Agreement pursuant to Section 12.14, to such fax number or address provided on the AWS Contracting Party Site), or such other fax number or address as a party may subsequently provide in writing to the other party. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
(b} Electronic Notice. AWS may provide notice to Customer (i) under Sections 2.2 or 5.1 by (A) sending a message to the email address then associated with at least one of Customer's AWS Enterprise Accounts, or (B) posting a notice on the AWS Site, (ii) under Section 6 or Attachment A by sending a message to the email address then associated with Customer's applicable AWS Enterprise Account, and (iii) under Section 2.1 by sending a message to the email address then associated with at least one of Customer's AWS Enterprise Accounts (or such other email address as agreed upon by the parties) or via a support case. Any notices provided by posting on the AWS Site will be effective upon posting and notices provided by email will be effective when AWS sends the email.

12.11 No Third•Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third·party beneficiary rights in any individual or entity that is not a party to this Agreement.

12.12 No Waivers. The failure by a party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit such party's right to enforce such provision at a later time. All waivers by a party must be provided in a Notice to be effective.

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12.13 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

12.14 Account Servicing; Addition of AWS Contracting Parties. The AWS Contracting Party for each AWS Enterprise Account is identified on the AWS Contracting Party Site and is determined based on the geographic location associated with each such account. The AWS Contracting Party for each AWS Enterprise Account is solely responsible for providing the Service Offerings and for all of AWS's obligations under this Agreement for each such account. If the geographic location associated with a new or existing AWS Enterprise Account is set or changed to a location that corresponds to a party on the AWS Contracting Party Site that is not yet a party to this Agreement, then such party independently offers the terms of this Agreement (including any applicable terms that may be specified on the AWS Contracting Party Site) to Customer. Unless Customer is notified otherwise by AWS, such party will be added to this Agreement as an AWS Contracting Party as of the date of the setting or change, without any further action required by the parties.

13. Definitions. Defined terms used in this Agreement with initial letters capitalized have the meanings given below:
"Acceptable Use Policy" means the policy located at http://aws.amazon.com/aup (and any successor or related locations designated by AWS), as it may be updated by AWS from time to time. "Account Information" means information about Customer that Customer provides to AWS in the creation or administration of an AWS Enterprise Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with an AWS Enterprise Account. "Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with that party.
"API" means an application program interface.
"AWS Content" means Content that AWS or any of its Affiliates makes available related to the Services or on the AWS Site to allow access to and use of the Services, including AP ls; WSDLs; sample code; software libraries; command line tools; proofs of concept, templates, and other related technology (including but not limited to any of the foregoing that are provided by any AWS personnel). AWS Content does not include the Services or Third-Party Content.
"AWS Contracting Party" means each party identified on the AWS Contracting Party Site that is or becomes a party to this Agreement.
"AWS Contracting Party Site" means https://aws.amazon.com/legal/aws-contracting-party (and any successor or related locations designated by AWS), as may be updated by AWS from time to time. "AWS Customer Agreement" means AWS's standard user agreement located on the AWS Site at http://aws.amazon.com/agreement (and any successor or related locations designated by AWS), as may be updated by AWS from time to time.
"AWS Enterprise Account" means any AWS account that (a) is listed on Attachment A, as that list may be updated from time to time as described in Attachment A, (b) is opened by Customer using a Customer-issued email address (with an email domain name that is owned by Customer), (c) includes Customer's full legal name in the "Company Name" field associated with the AWS account, and (d) is associated with a geographic location that corresponds to an AWS Contracting Party that is a party to this Agreement, as set forth in Section 12.14. "AWS IVlarks" means any trademarks, service marks, service or trade names, logos, and other designations of AWS and its Affiliates that AWS may make available to Customer in connection with this Agreement. "AWS Network" means AWS's data center facilities, servers, networking equipment, storage media, and host software systems (e.g., virtual firewalls) that are within AWS's control and are used to provide the Services.

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"AWS Security Standards" means the security standards attached to this Agreement as Attachment B. "AWS Site" means http://aws.amazon.com (and any successor or related locations designated by AWS), as may be updated by AWS from time to time.
"AWS Trademark Guidelines" means the guidelines and trademark license located at http://aws.amazon.com/trademark-guidelines (and any successor or related locations designated by AWS), as may be updated by AWS from time to time.
"Content" means software (including machine images), data, text, audio, video, or images. "Customer Content" means Content that Customer or any End User transfers to AWS for processing, storage or hosting by the Services in connection with an AWS Enterprise Account and any computational results that Customer or any End User derive from the foregoing through its use of the Services. For example, Customer Content includes Content that Customer or any End User stores in Amazon Simple Storage Service. Customer Content does not include Account Information.
"Disputed Amounts" means amounts disputed by Customer in a Notice and in good faith as billing errors. "Documentation" means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at http://aws.amazon.com/documentation (and any successor or related locations designated by AWS), as such user guides and admin guides may be updated by AWS from time to time. "End User" means any individual or entity that directly or indirectly through another user (a) accesses or uses Customer Content, or (b) otherwise accesses or uses the Service Offerings under an AWS Enterprise Account. The term "End User" does not include individuals or entities when they are accessing or using the Services or any Content under their own AWS account, rather than under an AWS Enterprise Account. "Indirect Taxes" means applicable taxes and duties, including, without limitation, VAT, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
"Intellectual Property License" means the separate license terms that apply to Customer's access to and use of AWS Content and Services located at https://aws.amazon.com/legal/aws-ip-license-terms (and any successor or related locations), as may be updated from time to time. "NDA" means the Mutual Nondisclosure Agreement between Customer and Amazon.com, Inc., dated �----�' 202 __ .
"Notice" means any notice provided in accordance with Section 12.10. "Policies" means the Acceptable Use Policy, Privacy Notice, and the Service Terms. "Privacy Notice" means the privacy notice located at http://aws.amazon.com/privacy (and any successor or related locations designated by AWS), as may be updated by AWS from time to time. "Service" means each of the services made available by AWS or its Affiliates for which Customer registers via the AWS Site (or by such other means made available by AWS), including those web services described in the Service Terms. Services do not include Third-Party Content.
"Service Level Agreement" means all service level agreements that AWS offers with respect to the Services and post on the AWS Site, as they may be updated by AWS from time to time. The service level agreements that AWS offers with respect to the Services are located at https://aws.amazon.com/legal/service-level-agreements (and any successor or related locations designated by AWS), as may be updated by AWS from time to time. "Service Offerings" means the Services, the AWS Content, the AWS Marks, and any other product or service provided by AWS under this Agreement. Service Offerings do not include Third-Party Content. "Service Terms" means the rights and restrictions for particular Services located at http://aws.amazon.com/serviceterms (and any successor or related locations designated by AWS), as may be updated by AWS from time to time.
"Suggestions" means all suggested improvements to the Service Offerings that Customer provides to AWS.

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"Term" means the term of this Agreement described in Section 7.1. "Termination Date" means the effective date of termination provided in a Notice in accordance with Section 7. "Third-Party Content" means Content of a third party made available on the AWS Marketplace or on developer forums, sample code repositories, public data repositories, community-focused areas of the AWS Site, or any other part of the AWS Site that allows third parties to make available software, products, or data.

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Attachment A
AWS Account ID(s):

The list above includes any Management Account or Member Accounts joined to such accounts via AWS Organizations, as described in the Service Terms.

Customer may add AWS accounts to the list above or remove AWS accounts from the list above by providing notice to AWS via email to [email protected], that includes (1) Customer's full name, (2) the Enterprise Agreement number (which begins with "CC" and is found on the upper right corner of each page of this Agreement), and (3) the AWS Account ID of each added or removed AWS account. Upon Notice, AWS may replace the notification process or make available another means of adding and removing AWS accounts to the list above.

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Attachment B
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Capitalized terms not otherwise defined in this document have the meanings assigned to them in the applicable AWS Enterprise Agreement.

1. Information Security Program. AWS will maintain an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) satisfy the Security Objectives, (b) identify reasonably foreseeable and internal risks to security and unauthorized access to the AWS Network, and (c) minimize security risks, including through risk assessment and regular testing. AWS will designate one or more employees to coordinate and be accountable for the information security program. The information security program will include the following measures:

1.1 Network Security. The AWS Network will be electronically accessible to employees, contractors and any other person as necessary to provide the Services. AWS will maintain access controls and policies to manage what access is allowed to the AWS Network from each network connection and user, including the use offirewalls or functionally equivalent technology and authentication controls. AWS will maintain corrective action and incident response plans to respond to potential security threats.

1.2 Physical Security

1.2.1 Physical Access Controls. Physical components of the AWS Network are housed in nondescript facilities (the "Facilities"). Physical barrier controls are used to prevent unauthorized entrance to the Facilities both at the perimeter and at building access points. Passage through the physical barriers at the Facilities requires either electronic access control validation (e.g., card access systems, etc.) or validation by human security personnel (e.g., contract or in-house security guard service, receptionist, etc.). Employees and certain contractors are assigned photo-ID badges that must be worn while the employees and contractors are at any of the Facilities. Visitors and any other contractors are required to sign-in with designated personnel, must show appropriate identification, are assigned a visitor ID badge that must be worn while the visitor or contractor is at any of the Facilities, and are continually escorted by authorized employees or contractors while visiting the Facilities.

1.2.2 Limited Employee and Contractor Access. AWS provides access to the Facilities to those employees and contractors who have a legitimate business need for such access privileges. When an employee or contractor no longer has a business need for the access privileges assigned to him/her, the access privileges are promptly revoked, even if the employee or contractor continues to be an employee of AWS or its affiliates.

1.2.3 Physical Security Protections. All access points (other than main entry doors) are maintained in a secured (locked) state. Access points to the Facilities are monitored by video surveillance cameras designed to record all individuals accessing the Facilities. AWS also maintains electronic intrusion detection systems designed to detect unauthorized access to the Facilities, including monitoring points of vulnerability (e.g., primary entry doors, emergency egress doors, roof hatches, dock bay doors, etc.) with door contacts, glass breakage devices, interior motion-detection, or other devices designed to detect individuals attempting to gain access to the Facilities. All physical access to the Facilities by employees and contractors is logged and routinely audited.

2. Continued Evaluation. AWS will conduct periodic reviews of the security of its AWS Network and adequacy of its information security program as measured against industry security standards and its policies and procedures. AWS will continually evaluate the security of its AWS Network and associated Services to determine whether additional or different security measures are required to respond to new security risks or findings generated by the periodic reviews.

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CITY OF ROCHESTER HILLS, MICHIGAN

REQUEST FOR PROPOSALS
Project Title:

Software Marketplace including Cloud Solutions
RFP-RH-22-026
Submission Closing Date and Time:

August 17, 2022 at 3:00:00 P.M. (Local Time)
Non-Mandatory Pre-Proposal Conference:

A pre-proposal conference for the purpose of reviewing the RFP and answering questions regarding the project will be held on Wednesday, July 27, 2022, at 1:00 p.m. via Zoom Teleconference with the following login instructions:

Topic: RFP-RH-22-026 Pre-Proposal Meeting - Software Marketplace including Cloud Solutions Time: Jul 27, 2022 01:00 PM Eastern Time (US and Canada) Join Zoom Meeting
https://us02web.zoom.us/j/844 72172258?pwd=1tg5ZAJ14isxpDp27-IWWX mX7yJql.1 Meeting ID: 844 7217 2258
Passcode: 177032
One tap mobile
+13126266799, 844 72172258# US (Chicago), +19292056099, 844 72172258# US (New York) federal
Dial by your location +1312 626 6799 US (Chicago), +1 929 205 6099 US (New York), +1301 715 8592 US (Washington DC), +1346 248 7799 US (Houston),+1 669 900 6833 US (San Jose), +1 253 215 8782 US (Tacoma)
Meeting ID: 844 7217 2258
For Questions regarding this solicitation, contact:

Lisa Cummins, CPPB
Procurement Manager
Phone: (248) 841-2537
Email: [email protected]
www.mitn.info
City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services

PROPOSAL INVITATION
The City of Rochester Hills acting as the Principal Procurement Agency, on behalf of OMNIA Partners is requesting proposals from experienced and qualified firms for an On-line Marketplace for the purchase of software including cloud solutions. The City requires a firm or firms who can provide a diverse and extensive marketplace for cloud and software products/services. Sealed proposals will be received by the City of Rochester Hills Purchasing Division, 1000 Rochester Hills Drive, Rochester Hills, Ml 48309 until EXACTLY 3:00 P.M. Local Time, on August 17, 2022, via electronic proposal submission ONLY at which time the names and addresses ONLY of submitting proposers will be publicly read via Zoom Teleconference.

A non-mandatory pre-proposal conference for the purpose of reviewing the RFP and answering questions regarding the project will be held via Zoom Teleconference (login instructions on coversheet) on July 27. 2022. at 1:00 p.m. EST
Due to the COVID-19 pandemic, some City processes have been affected and as such, are requiring adjustment to U1e normal processes. It is important that you read all the information to ensure you submit your bid response to the City in the correct manner. Please ensure all documents are signed. If you are interested in providing a bid, please read the document in its entirety and submit the requested information and proper forms and upload to the MITN website. Electronic submission ONLY will be accepted. Hardcopy, emailed, faxed and late submittals will not be accepted.

The City of Rochester Hills officially distributes bid/proposal documents from the Purchasing Division or through the Michigan Intergovernmental Trade Network (MITN). Copies of proposal documents obtained from any other source are not considered official copies. Only those vendors who obtain proposal documents from either the Purchasing Division or the MITN System are guaranteed access to receive addendum information, if such information is issued. The first step to do business with the City is to become a registered vendor by visiting the City website at www.rochesterhills.org, select Departments, select Fiscal, Accounting & Purchasing, then Procurement Division then Vendor Registration click the link to the MITN website. Final proposal results will be posted on the MITN website after award.

THE CITY OF ROCHESTER HILLS RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS.

Any deviation from the specifications must be noted on the proposal.

Please submit proposal on or before the date and time given above to:

Lisa Cummins, CPPB
Procurement Manager
City of Rochester Hills
1000 Rochester Hills Drive
Rochester Hills, Michigan 48309
All proposals must be submitted electronically via the MITN website. Hardcopy. Faxed or Emailed proposals will not be accepted. The City of Rochester Hills is capable of accepting documents in docx. xlsx. pdf. j_Qg,_ tif or rtf formats. It is requested that you upload one complete document. versus that of several individual sheets. Please name your files accordingly if more than one file is uploaded. 21Page
City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services The submission of a proposal hereunder shall be considered evidence that the vendor is satisfied with respect to the conditions to be encountered and the character, quantity and quality of work to be performed.

Proposals shall be in conformance with the documents. Any deviation from the specifications must be noted in the Proposal.

With a view to obtaining the most acceptable services, these specifications cover the general requirements.

Recommendations from proposers are encouraged and will be reviewed and evaluated based on the best interests of the City.

PROPOSAL OPENING VIA ZOOM TELECONFERENCE
Proposers wanting to view the opening are invited to do so utilizing the following meeting information listed below. We are requesting that you not attend in person to limit capacity within City Hall during this time and it is possible that City buildings may not be open to the public at the time of the opening.

You are invited to a Zoom webinar.

When: Aug 17, 2022 03:00 PM Eastern Time (US and Canada) Topic: RFP-RH-22-026 Software Marketplace including Cloud Solutions Please click the link below to join the webinar:
https://us02web.zoom. us/j/88135300 7 23
Or one tap mobile:

US:+192920 56099,88135300723#or+13017158592,8813 5300723# Or Telephone:

Dial (for higher quality, dial a number based on your current location):

US: +1929 205 6099 or +1301 715 8592 or +1312 626 6799 or +1669 900 6833 or +1253 215 8782 or +1346 248 7799
Webinar ID: 881 3530 072 3

PURPOSE/OVERVIEW
The City of Rochester Hills (herein referred to as "City" or Lead Public Agency) is acting as the Principal Procurement Agency, on behalf of OMNIA Partners (see Attachment A for National Contract requirements), to create a nationwide Master Agreement for an on-line marketplace for the purchase of cloud and software products and services. The term of the agreement will be for a five (5) year period with a five (5) year renewal option.

The purpose and intent of this Request for Proposal (RFP) is to establish a cooperative contract, or contracts, for an on-line marketplace for the purchase of cloud and software products and services. Requirements 3IPage
City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services and qualifications are defined in detail in the scope of services section of this Request for Proposal. The City seeks a firm that can provide the specified products and services (on a nationwide basis).

To respond to this RFP, interested proposers must include a response to all criteria that are listed in the Proposal Format and Content section. Failure to include a response to all the evaluation criteria may be cause for rejection.

Attendance at the Pre-Proposal Conference is highly encouraged. The conference will explain the RFP process and clarify the contents of this solicitation. Any doubt as to the requirements of this Request for Proposal or any apparent omission or discrepancy should be presented to the City at this conference. The City will then determine the appropriate action necessary, if any, and may issue a written addendum/amendment to the Request for Proposal. If a proposer is unable to attend the Pre-Proposal Conference, questions should be directed to:

Lisa Cummins, CPPB
Procurement Manager
1000 Rochester Hills Drive
Rochester Hills, Ml 48309
(248) 841-2537
[email protected]
Please carefully review this document. This document is a Request for Proposal. It differs from a Request for Bid/Quotation in that the City is seeking a solution as described herein, not a bid/quotation meeting firm specifications for the lowest price. Proposers are to provide their proposed solution based on their professional knowledge and developed around the general requirements defined within this proposal. As such, the lowest cost proposal will not guarantee an award. Competitive sealed proposals will be evaluated based upon criteria formulated around the most important features of a product or service, of which methodology, product offerings, references, or capability, may be overriding factors, and price may not be determinative in the issuance of a contract or award. The proposed evaluation criteria should be viewed as standards, which measure how well a proposer's approach meets the desired requirements and needs of the City. The criteria that will be used and considered in evaluation for award are set forth in this document.

The City reserves the right to award multiple contracts for the same or similar item(s).

BACKGROUND
The City of Rochester Hills is a residential community in Oakland County, Michigan, with a population exceeding 70,000. The City of Rochester Hills is organized as a strong Mayor form of government with legislative power vested in City Council. The City is a full service municipality, exclusive of police and trash collection. The community includes important research, manufacturing and services employers as well as educational and cultural institutions. It enjoys an excellent reputation in southeast Michigan for its proactive government and community planning. General information regarding the City of Rochester Hills is available at www.rochesterhills.org.
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City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services

SUBMITTAL GUIDELINES
a. Submit one (1) original and one (1) redacted copy (said PDF document shall be clearly marked as "REDACTED COPY";
b. It is the proposer's responsibility to clearly identify and to describe the products and services being offered in response to this solicitation;
c. The solicitation forms must be completed legibly and in their entirety; d. All required information must be furnished and presented in an organized, comprehensive and easy to follow manner;
e. Unnecessarily elaborate brochures of other presentations beyond that sufficient to present a complete and effective proposal is not desired; and
f. Elaborate artwork; expensive paper, bindings, visual and other presentation aids are not required.
g. Faxed, Hardcopy, and/or emailed proposals WILL NOT be accepted.

The term of the agreement will be for a five (5) year period with a five (5) year renewal option. Orders for products and services, including maintenance agreements executed against this Master Agreement during the e
f
fective term may survive beyond the expiration of the Master Agreement as established and agreed to by both parties.

ADDENDA TO REQUEST FOR PROPOSAL DOCUMENTS
No interpretation or clarification of the meaning of any part of this RFP will be made orally to any vendor with the exception of questions posed at the pre-proposal conference. Otherwise, vendors must request such interpretations or clarification in writing from the City. Request for information or clarification of this RFP must be made in writing and addressed to Lisa Cummins, CPPB at the address, fax, or email address listed below, with email being the preferred method of communication. Questions should reference the RFP page and section number.

Lisa Cummins, CPPB
Procurement Manager
City of Rochester Hills
Purchasing Division
1000 Rochester Hills Drive
Rochester Hills, Ml 48309
Telephone: (248) 841-2537
Fax: (248) 608-8178
Email: [email protected]
Questions relative to this solicitation must be submitted to Lisa Cummins, CPPB, Procurement Manager, City of Rochester Hills Purchasing Division, 1000 Rochester Hills Drive, Rochester Hills, Michigan 48309, in writing prior to July 28, 2022, at 5:00 p.m. No negotiations, decision or actions shall be initiated by any firm as a result of any verbal discussion with any individual City employee prior to the due date or during the SI Page
City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services evaluation process. All communications shall be conducted through the City of Rochester Hills Purchasing Division, unless specific written documentation is provided to the vendor.

The City reserves the right to change or amend the RFP documents, prior to the proposal due date by the issuance of Addendum posted on the MITN website. It shall be the vendor's responsibility to make inquiry as to the changes or addenda issued. All such changes or addenda shall become a part of the contract and all vendors shall be bound by such changes or addenda. The authorized version of this Request for Proposals document shall be that document appearing on the MITN with amendments, addendums and updates.

The City reserves the right to disqualify any proposer who contacts any City employee. representatives. or agent concerning this RFP other than in accordance with this section. Nothing in this section shall prohibit the City from conducting discussions with proposers after the proposal opening.

NATIONAL CONTRACT REQUIREMENTS
The City of Rochester Hills, Ml, as the Principal Procurement Agency, defined in ATTACHMENT A, has partnered with OMf\JIA Partners, Public Sector ("OMNIA Partners") to make the resultant contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The City of Rochester Hills, Ml is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency") and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on ATTACHMENT A, or as otherwise agreed to. ATTACHMENT A contains additional information about OMNIA Partners and the cooperative purchasing program.

OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries and affiliates, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non-profits.

OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the Supplier, OMNIA Partners provides marketing and administrative support for the Supplier that directly promotes the Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and 6IPage
City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services publicly competed. The Supplier benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Supplier's need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the OMNIA Partners documents (ATTACHMENT A).

The City of Rochester Hills anticipates spending approximately $1 million over the full potential Master Agreement term for Software and Cloud Marl,etplace & Related Services. While no minimum volume is guaranteed to the Supplier, the estimated annual volume of Software and Cloud Marketplace & Related Services purchased under the Master Agreement through OMNIA Partners is approximately $500 million.

This projection is based on the current annual volumes among the City of Rochester Hills, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Supplier and OMNIA Partners.

OBJECTIVES
This RFP has been developed with the intent of achieving the following objectives:

1. Provide a competitively solicited Master Agreement offering Cloud and Software Products and Services to Participating Public Agencies;

2. Establish a Master Agreement as the Supplier's featured offering to Participating Public Agencies;

3. Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals;

4. Aggregate demand for software and cloud marketplace and related cloud services to enable Participating Public Agencies to achieve value added benefits;

5. Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through innovative ordering and management systems;

6. Provide Participating Public Agencies with a broad range of curated third-party, commercially available, software and cloud marketplace solutions.

SCOPE OF SERVICES
The City seeks to establish a nationwide purchasing agreement with direct provider(s) a software cloud marketplace() that offers a broad range of solutions including but not limited to Saas, data exchanges, prebuilt images, pre-configured cloud technology stacks, and other related items. The marketplace should include third-party software cloud solutions (listings) that are commonly desired and/or required by public sector organizations. Offers shall provide the three key models for cloud computing as defined below and may include other related solutions and services.
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City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services • Infrastructure as a Service (laaS): This model contains the basic building blocks for cloud IT and typically provides access to networking features, computers (virtual or on dedicated hardware), and data storage space. laaS provides the highest level of flexibility and management control IT resources.
• Platform as a Service (PaaS): This model removes the need for organizations to manage the underlying infrastructure (usually hardware and operating systems) and allows focus on the deployment and management of your applications.
• Software as a Service (SaaS): This model provides a complete product that is run and managed by the service provider.

Given the cooperative nature of this RFP, it is expected that offerors shall offer a better value than what they would ordinarily offer to the public or to a single government entity. Vendors shall also offer value-added solutions to support cloud marketplace transactions, such as consumption and management tools and account support. Value-added features may include procurement system integration, consolidated billing, reporting, analytics and application programming interfaces (APls) and tools for third-party software vendors to integrate with the cloud marketplace.

The software marketplace and cloud solutions should offer a variety of pricing structures, such as consumption-based, monthly, annual or multi-year contracts, free or trial solutions, and bring your own license (BYOL). Due to varying pricing structures of cloud marketplaces available, the Lead Public Agency shall not define the contract price structure and instead vendors should provide pricing based on their marketplace model. The City anticipates that the market established best value and the City will not need to amend the contract when the market goes up or down.

Given the highly innovative nature of cloud marketplaces and the solutions offered, the City anticipates future related solutions not specifically named in this solicitation. Vendors will be allowed to offer services via the contract that are directly related to the contract scope as "related services." The Principal Procurement Agency may also add to the Scope of Services or make changes in the Scope of Services for services of a similar nature to those specified in the Scope of Services as mutually agreed. The change must be approved by the Procurement Manager and a contract Modification issued by the Purchasing Division for any changes to the contract.

The intent is for each offeror to submit their complete product line so that Participating Public Agencies may procure/order a wide array of products and services as appropriate for their needs.

PRODUCT CATEGORIES
Category 1: Security
Category 2: lnfrastructure/DevOps/OS
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On-Line Marketplace for Cloud and Software Products/Services Category 3: Database and Data Analytics
Category 4: Business Apps
Category 5: Networking
Category 6: Storage. Backup, and Recovery
Category 7: Miscellaneous/Other Category
RFP-RH-22-026
Proposers are encouraged to provide productjservice/solution categories that are purchased by public agencies.

PROPOSAL FORMAT AND CONTENT
The proposal should address the items included in the Scope of Services and Evaluation Criteria Sections.

Proposals should provide straightforward and concise responses to requested information and provide descriptions of qualifications and capabilities. The proposal should be properly named and tabbed and submitted electronically through the MITN website. It is preferable that all the information be included in one document, if practical. If not, then please ensure each attachment is named appropriately and uploaded in order. Incomplete proposals may be deemed nonresponsive.

Each section of the Offerors proposal shall be organized in the order listed below so that the requirement to which information or data applies shall be plainly evident at the top of each page. Material not so identified may be discarded without evaluation. Information should not include generalized promotion material, resumes, statement of experience, qualifications or capabilities, or other material that is not applicable to the proposed agreement.

Offerors should organize their proposals using the following format:

Item Proposal Content Requirements

1. Vendor Questionnaire/Signature Page (original signature required)

2. Executive Summary

3. Proposal Profile

4. Project Methodology/Approach

5. Supplier Information

6. References

7. Proprietary Information

8. Exceptions

9. Other Information

10. Attachment A- OMNIA Partners Administration Agreement

11. Attachment B - Price Proposal
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On-Line Marketplace for Cloud and Software Products/Services

1. Vendor Questionnaire
Offeror shall include a fully completed Vendor Questionnaire and Signature Page as the cover sheet to their proposal response. The Vendor Questionnaire and Signature Page is located in this Request for Proposals (pages 18-25). Failure to include these forms fully completed with an original signature shall cause the proposal to be declared non-responsive and eliminate it from further consideration.

2. Executive Summary
Offeror shall provide an Executive Summary that presents in brie-f, concise terms, a summary level description of the contents of the Proposal. This summary shall state the Product Categories in which its Proposal is based.

3. Proposal Profile
The Offeror shall provide a profile of its organization and all other companies who will be providing products and services through a dealer, distribution or subcontractor arrangement with the Offeror.

At a minimum, the Offeror will provide the following information:
• Name of company submitting proposal
• List any company dba's
• Main office address
• If a corporation, when and where incorporated
• Number of years in business
• Total number of employees

4. Project Methodology/Approach
Offeror shall respond to the Scope of Services. The Offeror shall provide a written narrative describing the ability to meet the requirements set forth herein. Sufficient detail shall be provided to demonstrate the Offeror's understanding, ability and/or willingness to satisfy all specified requirements. Offeror shall provide a detailed description and explanation of products and services offered in response to each Product Category listed in the Scope of Services. Information regarding innovative breakthroughs and any one-of-a-kind programs offered related to the On-Line Marketplace for the purchases of Cloud and Software Products is encouraged.

In addition, Offeror shall provide a timeline and schedule for completion of this project, highlighting critical points in the process.

5. Supplier Information
a) Supplier Qualifications (Ref. Attachment A, Section 2.0): Offeror shall include a narrative of its understanding and acceptance of the Supplier Commitments. b) Supplier Information (Ref. Attachment A, Section 3.0) Offeror shall include a response to each item within the section.
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On-Line Marketplace for Cloud and Software Products/Services

6. References
The Offeror shall complete the Contractor Data Sheet (Attachment A), to include a minimum of three (3) organizations for which the Offeror has provided these products of the same or greater scope within the past three (3) years and can attest to the Offeror's qualifications and ability to perform the services described in the Statement of Needs. Include the business name, address, and name, telephone number, fax number and email address of the contract administrator.

7. Proprietary Information
Any such information must be submitted under this section.

8. Exceptions
Any exceptions being taken to the RFP must be listed under this section.

9. Other Information
Included any other relevant information the Offeror deems necessary to describe its qualifications to provide the services needed to successfully complete work described in the Scope of Services or which the Offeror deems are relevant to its selection.

Based on the information provided in this Request for Proposals, the Offeror should identify all materials and services expected from the City in addition to general assistance. 1O.Attachment A- OMNIA Partners Administration Agreement

11.Attachment B - Price Proposal

PROPOSAL EVALUATION PROCESS
All proposals will be evaluated and ranked. The City reserves the right to reject any and all proposals or to make an award based directly on the proposals. The City reserves the right to interview from any number of qualifying providers as part of the evaluation process. The decision of which provider to contact (if any) will be based on the most qualified, cost effective, best value, and experienced provider(s) determined in the evaluation process. Meetings with short-listed proposers will provide additional information and criteria upon which the City will base its selection decision.

The City reserves the right to negotiate separately with any proposer after the opening of this Request for Proposal when such action is considered in its best interest. Subsequent negotiations may be conducted, but such negotiations will not constitute acceptance, rejection or a counter-offer on the part of the City.

The firm(s) selected for the award will be chosen on the basis of the apparent greatest benefit to the City.

The City of Rochester Hills reserves the right to select, and subsequently recommend for award, the proposed firm(s)' services which best meets its required needs, quality levels and budget constraints. The City reserves the right to select, and subsequently recommend for award, the proposed products/services which best meets its required needs, quality levels and budget constraints. 11 I Page
City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services The City is not required to award and/or to accept the lowest proposal in all or in part. The proposal award will not be based solely upon cost, but will be evaluated based upon criteria formulated around the most important features of the product;services, of which proposed approach, products and services, and ability to perform the requirements of the contract may be overriding factors. The proposal evaluation criteria should be viewed as standards, which measure how well a proposer's approach meets the desired requirements and needs of the City.

EVALUATION CRITERIA
The firm(s) selected for the award will be chosen on the basis of the apparent greatest benefit to the City of Rochester Hills, including but not limited to:

1. Understanding of Project. How well does the proposal demonstrate a thorough understanding of the purpose and scope of the project?

2. Methodology Used for Project. How well does the methodology depict a logical approach to fulfilling the requirements of the RFP? How well does the methodology match and contribute to achieving the objectives set out in the RFP?

3. Management Plan for Project. How well does the management plan support all the project requirements and logically lead to the deliverables required in the RFP? Is accountability completely and clearly defined? Is the organization of the project team clear? How well does the management plan illustrate the lines of authority and communication? To what extent does the Proposer already have the hardware, equipment, labor, etc. necessary to perform the contract? Does it appear the Proposer can meet the schedule set out in the RFP? Has the Proposer offered alternate deliverables and gone beyond minimum task necessary to meet the objectives of this RFP? Is the proposal practical and feasible? How well have any potential problems been identified? Is the proposal submitted responsive to all material requirements in the RFP?

4. Supplier Information/Qualifications/Ability to Perform. Do the individuals assigned to the project have experience on similar projects? How well has the firm demonstrated experience in completing similar projects on time and within budget? How successful is the general history of the firm.

5. Proposed Costs.

PRICING INSTRUCTIONS
All offeror's must provide pricing based on their marketplace model. Offerors are highly encouraged to include in their proposal a description of any significant task, product, or services not listed in the Scope of Services which they know to be necessary under the proposed contract.

The City may add to the Scope of Services or make changes in the Scope of Services for services of a similar nature to those specified in the Scope of Services of this Request for Proposals as mutually agreed to at a 12 I Page
City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services price mutually agreed upon. The change must be approved by the Procurement Manager and a Contract Modification issued by the Purchasing Division to change the contract.

GENERAL CONDITIONS/CONTRACT INFORMATION

2. Additional information to this proposal from prospective firms shall be requested by the Purchasing Division of the City of Rochester Hills.

4. Proposals may not be withdrawn after they have been deposited with the City of Rochester Hills, except as provided by law.

5. All costs incurred in the preparation, submission, and presentation of this proposal, in any way whatsoever, will be wholly absorbed by the prospective firm. All supporting documentation will become the property of the City of Rochester Hills unless requested otherwise at the time of submission. Michigan FOIA requires the disclosure, upon request, of all public records that are not exempt from disclosure under section 13 of the Act, which are subject to disclosure under the Act. Therefore, confidentiality of information submitted in response to this Request for Proposals is not assured.

6. Trade Secrets or proprietary information submitted by an Offeror in connection with this procurement transaction shall not be subiect to public disclosure under the Michigan Freedom of Information Act:
however. the Offeror must invoke these protections upon submission of the data or the materials. and must identify the data or other materials to be protected and state the reason why protection is necessary. References may be made within the body of the proposal to proprietary or trade secret information {Item 7}: however all information contained within the body of the proposal not in th~ separate section labeled proprietary shall be public information.

7. Mandatory provisions of this Request for Proposals are indicated by the inclusion of the words "shall" or "must" to identify the contractor's obligations.

8. The City's proposed contract documents and this Request for Proposals contain terms and conditions the City favors and intends to use for the resultant contract. If the Offeror wishes the City to consider 13IPage
City of Rochester Hills RFP-RH-22-026
On-Line Marketplace for Cloud and Software Products/Services any changes to these documents. such changes must be submitted as part of the Offeror's proposal (Item 8).

10.The City reserves the right to reject any and all proposals, to waive any informality in the proposal received, and to accept any proposal (or part thereof) which it will deem to be most favorable to the interests of the City or to award to multiple proposers.

11. The City reserves the right to modify the scope of services during the course of the contract. Such modification may include adding or deleting any tasks this project will encompass and/or any other modifications deemed necessary. Any changes in pricing or payment terms proposed by the consultant resulting from the requested changes are subject to acceptance by the City. Changes may be increases or decreases.

12. The City reserves the right to terminate the contract without penalty upon 30 days written notice due to poor performance or for reasons deemed to be in its best interest. A designated representative of the City will be solely responsible for determining acceptable performance levels. His/her decision will be deemed in the City's best interest and will be final. The City reserves the right to re-award the contract to the second most qualified proposal, re-bid the contract or do whatever is deemed to be in its best interest.

13.The successful proposer must furnish documentation complying with State of Michigan and Federal laws relating to discrimination under Equal Employment Opportunity (EEO).

14.The City of Rochester Hills is exempt from all sales, excise, and transportation taxes.

15. The selected firm must maintain for the life of the agreement insurance coverage meeting the minimum limits of liabilities as outlined herein.

18.0wnership of all data, materials and documentation originated and prepared for the City of Rochester 14 I Page
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On-Line Marketplace for Cloud and Software Products/Services Hills pursuant to the Request for Proposals and the subsequent contract shall belong exclusively to the City of Rochester Hills.

19.The supplier shall not subcontract any or all portions of the work unless the City grants prior written approval. Any subcontractor, so approved, shall be bound by the terms and conditions of this contract.

The supplier shall be fully liable for all acts and omissions of its subcontractor(s) and shall indemnify the City of Rochester Hills for such acts or omissions.

20.Advanced payments will not be authorized.

21. The City of Rochester Hills reserves the rights to waive any informalities, or immaterial omissions or defects not involving price, time or changes in the work and to reject any or all proposals, if to do so is deemed in the best interest of the City. In no event will an award be made until all necessary investigations are made as to the responsibility and qualifications of the consultant to whom it is proposed to make such award. Any contract awarded to a person or company who is discovered to have been in default or disqualified at the time of the awarding of the contract shall be voidable at the discretion of the Mayor or the City of Rochester Hills.

22. Proposers are advised that the RFP is considered to be under evaluation until contract award. The Purchasing Division and City staff are restricted from giving any information relative to the proposals and the "progress" of the evaluation during this time, except as described in this RFP and as required to administer the evaluation process. Proposers will be notified when an award is made and a notice posted on the MITN website. Proposal information will be available upon award of the contract.

23. In the event bankruptcy proceedings are commenced by or against contractor or under any provisions of the United States Bankruptcy Act or for the appointment of a receiver or trustee or a general assignment for the benefit creditors of either party. City shall be entitled to terminate without further cost or liability.

The City may cancel the Agreement/Contract or affirm the Contract and hold the contractor responsible for damages.

24.As this Request for Proposals is being made available by electronic means, the proposer accepts full responsibility to insure that no changes are made to the Request for Proposals documents. In the event of conflict between a version of the Request for Proposals submitted by proposer and the version maintained by the City of Rochester Hills Purchasing Division, the version maintained by the City of Rochester Hills Purchasing Division shall govern.

25. It shall be the proposer's responsibility to make inquiry as to the changes or addenda issued. Addendum will be posted on the MITN system. All such changes or addenda shall become a part of the contract and all contractors shall be bound by such changes or addenda.

26. Under 2012, PA517, an Iran linked business, as defined therein, is not eligible to contract with the City and shall not submit a proposal.
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27. In the event sufficient budgeted funds are not available for a new fiscal period, the City shall notify the vendor of such occurrence and the contract shall terminate on the last day of the current fiscal period without penalty or expense to the City.

28. Except as otherwise specified, all materials and equipment shall be fully guaranteed against defects in material and workmanship for a period of one (1) year following date of delivery or by manufacturer's warranty, whichever is greater. Should any defect be noted by the City, the Purchasing Division will notify the Contractor of such defect or nonconformance. Notification will state either (1) that the Contractor shall replace or correct, or (2) the owner does not require replacement or correction, but an equitable adjustment to the contract price will be negotiated. If the Contractor is required to correct or replace, it shall be at no cost to the City and shall be subject to all provisions of this clause to the same extent as materials initially delivered. If the Contractor fails or refuses to replace or correct the deficiency, the office issuing the purchase order may have the materials corrected or replaced with similar items and charge the Contractor the cost occasioned thereby or obtains an equitable adjustment in the contract price.

29. Indemnification (Hold Harmless) Clause
To the fullest extent permitted by law, the Consultant agrees to defend, pay on behalf of, indemnify, and hold harmless the City of Rochester Hills, its elected and appointed officials, employees and volunteers and others working on behalf of the City of Rochester Hills against any and all claims, demands, suits, or loss, including all costs and attorney fees connected therewith, and for any damages which may be asserted, claimed or recovered against or from the City of Rochester Hills, its elected and appointed officials, employees, volunteers or others working on behalf of the City of Rochester Hills, by reason of personal injury, including bodily injury or death and/or property damage, including loss of use thereof, which arises out of or is in any way connected or associated with this contract.

30. Insurance Requirements (If applicable)
The vendor shall not commence work until he has obtained and delivered to the City of Rochester Hills the certificate of insurance required under this paragraph. All insurance carriers must be acceptable to the City and licensed and admitted to do business in the State of Michigan. Certificate of Insurance and required endorsements shall be sent electronically to the City of Rochester Hills to the attention of the purchasing division at the following email address: [email protected].

A new certificate of insurance shall be provided to the City each year at the time of policy renewal. New certificates shall be delivered to the City in the same format as outlined in the SAMPLE certificate attached. Failure of the Vendor to maintain the required insurance shall be grounds for contract cancellation.
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On-Line Marketplace for Cloud and Software Products/Services a) Workers' Compensation Insurance: The Consultant shall procure and maintain during the life of this contract, Workers' Compensation Insurance, including Employers Liability Coverage, in accordance with all applicable statutes of the State of Michigan. b) Commercial General Liability Insurance: The Consultant shall procure and maintain during the life of this contract, Commercial General Liability Insurance on an "Occurrence Basis" with limits of liability not less than $1,000,000.00 per occurrence, Personal Injury, Bodily Injury and Property Damage. Coverage shall include the following extensions: (A) Contractual Liability; (B) Products and Completed Operations; (C) Independent Contractors Coverage; (D) Broad Form General Liability Extensions or equivalent; (E) Deletion of all Explosion, Collapse and Underground (XCU) Exclusions, if applicable; (F) per Contract Aggregate. c) Umbrella Liability Insurance: The Vendor shall procure and maintain during the life of this contract Umbrella Liability Insurance with limits of liability of not less than $1,000,000 per occurrence.
d) Motor Vehicle Liability: The Consultant shall procure and maintain during the life of this contract Motor Vehicle Liability Insurance, including Michigan No-Fault Coverages, with limits of liability of not less than $1,000,000.00 per occurrence combined single limit Bodily Injury and Property Damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles.
e) Additional Insured. Commercial General Liability and Motor Vehicle Liability Insurance, as described above, shall include an endorsement stating the following shall be Additional Insureds "The City of Rochester Hills, all elected and appointed officials, all employees and volunteers, all boards, commissions and/or authorities and board members, including employees and volunteers thereof. This coverage shall be primary to the Additional Insureds, and not contributing with any other insurance or similar protection available to the Additional Insureds, whether other available coverage be primary, contributing or excess." f) Cancellation Notice. Workers' Compensation Insurance, Commercial General Liability Insurance and Motor Vehicle Liability Insurance, as described above, shall include an endorsement stating the following "It is understood and agreed that Sixty (60) days Advance Written Notice of Cancellation, Non-Renewal, Reduction and/or Material Change shall be sent to City of Rochester Hills, 1000 Rochester Hills Drive, Rochester Hills, Michigan 48309." g) Proof of Insurance. The Contractor shall provide the City of Rochester Hills, at the time that the contracts are returned by him/her for execution, a Certificate of Insurance as well as the required endorsements. In lieu of required endorsements, if applicable, a copy of the policy sections where coverage is provided for additional insured and cancellation notice would be acceptable. Copies or certified copies of all policies mentioned above shall be furnished, if so requested.
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On-Line Marketplace for Cloud and Software Products/Services h) If any of the above coverages expire during the term of the contract, the Consultant shall deliver renewal certificates and/or policies to the City of Rochester Hills at least ten (10) days prior to the expiration date.
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On-Line Marketplace for Cloud and Software Products/Services

VENDOR QUESTIONAIRRE
Date:

Firm Name:

Address:

City/State/Zip Code:

Telephone Number:

Fax Number:

Contact Person:

Contact Person Email:

Firm Established:

Years in Business:

Type of Organization: (Circle One)
a. Individual
b. Partnership
c. Corporation
d. Joint Venture
e. Other
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On-Line Marketplace for Cloud and Software Products/Services Please respond to the following questions:

Please describe the tool or process customers use to negotiate end user license agreement terms or pricing with software vendors.

Please provide third party analyst reports evaluating your Marketplace.

Circle One:

Attached: Yes No
Does your Marketplace integrate with 3rd party procurement systems? 20 I Page
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On-Line Marketplace for Cloud and Software Products/Services How many products are listed within your Marketplace?
How many customers are actively using your Marketplace? 21 I Page
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On-Line Marketplace for Cloud and Software Products/Services Other than Saas, what types of products are available in your Marketplace? How can your Marketplace help us meet our supplier diversity goals? Please describe any features your Marketplace offers to streamline the software purchasing process.
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On-Line Marketplace for Cloud and Software Products/Services Does your Marketplace offer features to enable governance and control of software procurement? If so, please describe the features.

Please describe any features your Marketplace offers to enable financing.

Does your Marketplace include free trial listings?
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On-Line Marketplace for Cloud and Software Products/Services Please describe the quality assurance process for new listings on your Marketplace.

Does your Marketplace allow for customers to deploy solutions in a restricted government public cloud?
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On-Line Marketplace for Cloud and Software Products/Services What's the average length of time for a customer to deploy a solution purchased from your Marketplace (from transaction to go-live)? Are professional services usually required to facilitate deployment?
What support, if any, do you offer customers to assist with Marketplace issues or questions? What support, if any, do you offer vendors to assist with listing their solutions in your Marketplace?
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On-Line Marketplace for Cloud and Software Products/Services

SIGNATURE PAGE
The undersigned hereby declares that he/she has carefully examined the general conditions and specifications and will provide an On-Line Marketplace for Cloud and Software Products/Services, as described herein for the prices set forth in this proposal. Any changes to the specifications and its impact on the final cost will be discussed and mutually agreed upon before the delivery of the services.

It is understood that all proposed prices shall remain in effect for at least one hundred twenty (120) days from the date of the proposal opening to allow for the award and that, if chosen the successful vendor, the prices will remain firm through invoice.

The proposer affirms that he/she is duly authorized to execute this proposal, that this company, corporation, firm, partnership or individual has not prepared this proposal in collusion with any other proposer and that the contents of this proposal as to prices, terms or conditions have not been communicated by the undersigned, nor by any employee or agent, to any competitor, and will not be, prior to the award and the proposer has full authority to execute any resulting contract awarded as the result of, or on the basis of the proposal.

By submission of a response, the Proposer agrees that at the time of submittal, he/she: (1) has no interest (including financial benefit, commission, finder's fee, or any other remuneration) and shall not acquire any interest, either direct or indirect, that would conflict in any manner or degree with the performance of Proposer's services, or (2) benefit from an award resulting in a "Conflict of Interest." A "Conflict of Interest" shall include holding or retaining membership, or employment, on a board, elected office, department, division or bureau, or committee sanctioned by and/or governed by the City of Rochester Hills. Proposers shall identify any interests, and the individuals involved, on separate paper with the response and shall understand that the City, at its discretion may reject their proposal.

Representative's Name: _________________ _
Title: ________________________ _
Signature: ______________________ _
Dated: ______________ _
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1. Vendor Questionnaire......................................................................................................... 1

1.1. Please describe the tool or process customers use to negotiate end user license agreement terms or pricing with software vendors.................................................................. 2

1.2. Please provide third party analyst reports evaluating your Marketplace. ........................ 3

1.3. Does your Marketplace integrate with 3rd party procurement systems?......................... 4

1.4. How many products are listed within your Marketplace? ................................................ 5

1.5. How many customers are actively using your Marketplace? .......................................... 5

1.6. Other than SaaS, what types of products are available in your Marketplace? ................ 5

1.7. How can your Marketplace help us meet our supplier diversity goals?........................... 6

1.8. Please describe any features your Marketplace offers to streamline the software purchasing process. ............................................................................................................... 9

1.9. Does your Marketplace offer features to enable governance and control of software procurement? If so, please describe the features. ................................................................10

1.10.Please describe any features your Marketplace offers to enable financing...................12

1.11. Does your Marketplace include free trial listings?.........................................................13

1.12.Please describe the quality assurance process for new listings on your Marketplace...13

1.13. Does your Marketplace allow for customers to deploy solutions in a restricted government public cloud?.....................................................................................................14

1.14.What’s the average length of time for a customer to deploy a solution purchased from your Marketplace (from transaction to go-live)? Are professional services usually required to facilitate deployment?...........................................................................................................15

1.15.What support, if any, do you offer customers to assist with Marketplace issues or questions?............................................................................................................................16

1.16.What support, if any, do you offer vendors to assist with listing their solutions in your Marketplace?........................................................................................................................17

1.17.Signature Page ............................................................................................................19

2. Executive Summary ..........................................................................................................20 Project Methodology and Approach......................................................................................20 Scope of Services and Product Categories......................................................................20 Value-Added Features.....................................................................................................20 Pricing Structure ..............................................................................................................21 Supplier Information and Marketing and Sales .....................................................................21

3. Proposal Profile.................................................................................................................22

4. Project Methodology and Approach ................................................................................22

4.1. Project Management Approach and Timeline...............................................................25

4.1.1. Project Management Methodology and Approach.................................................25

4.1.2. Timeline and Schedule for Completion of Project, Including Critical Points in the Process ...........................................................................................................................27

4.2. Scope of Services ........................................................................................................27

4.2.1. Additions to the Scope of Services........................................................................28

4.3. Product Categories ......................................................................................................29

4.3.1. Security.................................................................................................................29

4.3.2. Infrastructure/DevOps/OS.....................................................................................29

4.3.3. Database and Data Analytics................................................................................29

4.3.4. Business Apps......................................................................................................30

4.3.5. Networking............................................................................................................30

4.3.6. Storage, Backup, and Recovery ...........................................................................30 City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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4.3.7. Miscellaneous/Other Category..............................................................................30

4.4. Value-Added Features ................................................................................................. 31

4.4.1. AWS Marketplace Tools .......................................................................................31

4.4.1.1. Customer Tools .............................................................................................31

4.4.1.2. Seller Resources ...........................................................................................36

4.4.2. Innovative Efficiency .............................................................................................36

4.4.3. Tools to Lower Risk ..............................................................................................37

4.5. Pricing Structure ..........................................................................................................38

5. Supplier Information .........................................................................................................39

5.1. Supplier Qualifications (Ref. Attachment A, Section 2.0)..............................................39

5.2. Supplier Information (Ref. Attachment A, Section 3.0) .................................................39

5.2.1. Company ..............................................................................................................39

5.2.2. Distribution and Logistics ......................................................................................44

5.2.3. Marketing and Sales .............................................................................................46

6. References.........................................................................................................................56

7. Proprietary Information ....................................................................................................57

8. Exceptions.........................................................................................................................61

9. Other Information............................................................................................................101

9.1. AWS Cost Management and Billing Console Tools....................................................101

9.2. Product Delivery.........................................................................................................102

10. Attachment A—OMNIA Partners Administrative Agreement .......................................103

10.1.Exhibit A.....................................................................................................................104

10.1.1.Supplier Qualifications (Ref. Attachment A, Section 2.0).....................................114

10.1.2.Supplier Information (Ref. Attachment A, Section 3.0) ........................................114

10.1.2.1. Company ................................................................................................. 114

10.1.2.2. Distribution and Logistics .........................................................................119

10.1.2.3. Marketing and Sales ................................................................................121

10.2.Exhibit B.....................................................................................................................131

10.3.Exhibit F.....................................................................................................................138

10.4.Exhibit G ....................................................................................................................163

11. Attachment B—Price Proposal.......................................................................................179 List of Figures
Figure 1. AWS Marketplace Purchasing Program Private Offers Acceptance Page. .................. 2 Figure 2. Sample Products Availble in AWS Marketplace. ......................................................... 6 Figure 3. Using AWS Marketplace to Help Meet Supplier Diversity Goals.................................. 7 Figure 4. Sample Diverse Supplier Filtering Options .................................................................. 8 Figure 5. Private Marketplace ...................................................................................................11 Figure 6. Sample Flexible Payment Schedule...........................................................................12 Figure 7. AWS’s Quality Assurance Process.............................................................................14 Figure 8. Selling Software Products on AWS Marketplace is Simple.........................................17 Figure 9. AWS OMNIA Partners Organziational Chart. .............................................................26 Figure 10. Project Milestone and Activities................................................................................27 Figure 11. AWS Marketplace Manage Subscriptions Page. ......................................................32 Figure 12. AWS Billing Console Billing and Usage Report. .......................................................33 Figure 13. How OMNIA Members Benefit From AWS Cost Explorer.........................................34 Figure 14. Cost Explorer Cost Trends Display...........................................................................34

1.1. Please describe the tool or process customers use to negotiate end user license agreement terms or pricing with software vendors.

Summary Response
Private Offers are an AWS Marketplace purchasing option that allows buyers and sellers to negotiate custom pricing, payment schedules, and contract terms (such as end user license agreement [EULA] terms) for products in AWS Marketplace. After the offer details have been worked out with the buyer, the seller creates a Private Offer for the AWS account that the customer designates. Private Offers provide a simplified procurement process that can help accelerate customer procurement efforts.

Additional Details
Each Private Offer has pricing and licensing terms specifically offered to the account. The seller of the product extends a Private Offer to the customer. The customer can then access this offer from their AWS Marketplace console in the account to which the offer was extended or by using a unique URL linking directly to the seller’s offer. From the offer page, as shown in Figure 1, the customer can review details for accuracy then complete the purchase.

Figure 1. AWS Marketplace Purchasing Program Private Offers Acceptance Page.

Consulting Partner Private Offers (CPPOs) enable customers to purchase directly through an AWS Marketplace Consulting Partner, simplifying the procurement process. Customers can receive guidance from an expert in their field and purchase the software solution through their preferred partner. With a CPPO:

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and control into their organization’s spend, and maximize their budget dollars. Section 9.2 details how other AWS services can help augment customer procurement management and budgeting.

1.4. How many products are listed within your Marketplace? Summary Response
With more than 12,000 products listed, AWS Marketplace is the most extensive cloud marketplace.

Additional Details
There are currently over 12,000 products across 65 categories available within AWS Marketplace. These products are offered by more than 2,000 sellers, including ISVs, valueadded resellers (VARs), consulting partners, distributors, and other providers. As the first cloud infrastructure provider to launch a marketplace, we have spent a decade building and innovating the AWS Marketplace portfolio. We continue to rapidly expand the AWS Marketplace solutions available to our customers. We have added over 4,000 products and 15 categories to our portfolio since the end of 2020. The expansion of our catalog is largely organic, based on customer requests or recommendations, and follows the quality assurance process described in Question 1.12. This means that not only does AWS Marketplace have more products available than alternative cloud marketplaces, but our portfolio is comprised of solutions our customers want from the suppliers they know and trust.

1.5. How many customers are actively using your Marketplace? We currently have over 325,000 active AWS Marketplace customers that account for over two million active subscriptions.

1.6. Other than SaaS, what types of products are available in your Marketplace?
Summary Response
In addition to SaaS, AWS Marketplace listings include third-party data through AWS Data Exchange, AWS-built AMIs, private AMIs built by third parties, APIs, Amazon SageMaker ML models and algorithms, AWS CloudFormation templates, container images, Helm charts, and professional services. These offerings contribute to AWS Marketplace being the most extensive cloud marketplace. A few of the most popular product options are detailed in Figure 2 . These offerings help to meet the varying needs and technical know-how of our customers.

Additional Details
Customers can find and buy professional services offered by trusted AWS Marketplace sellers to help them assess, deploy, manage, support, and conduct training for third-party software running on AWS or for services related to building on, migrating to, and training on AWS. Any AWS Marketplace seller, including ISVs and AWS Marketplace Consulting Partners, can publish a professional services product listing to the public catalog and sell direct to customers. Sellers create a product offering that describes the services they provide, negotiate with customers to create an agreement on terms, and then create a custom Private Offer for services through AWS Marketplace.

This allows customers to find and buy complete solutions from one platform. Customers can find the available services in the “professional services” category when searching in AWS Marketplace. Customers can purchase these services through AWS Marketplace, but will need to work with the seller to scope the professional services to meet their needs.

Additional information on available delivery methods are detailed in Section 9.3 and in the AWS Marketplace Buyers Guide.

1.7. How can your Marketplace help us meet our supplier diversity goals?
Summary Response
AWS Marketplace can help the City and OMNIA Members procure directly from sellers in a variety of categories that may help meet supplier diversity goals. The City and OMNIA Members can track transactions with diverse AWS Marketplace sellers. For diverse vendors that are not currently AWS Marketplace sellers, our streamlined seller onboarding processes, including our AWS Marketplace Startup Program, help diverse suppliers list their solutions quickly. The City and OMNIA Members can also find diverse AWS Partners on the AWS Partner Network (APN) using our search functionality.

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Additional Details
While AWS is agnostic in the process and AWS Marketplace merely provides billing and invoicing for transactions, we enable customers to procure many solutions directly from Independent Software Vendors (ISVs) and consulting partners from a variety of diverse categories. Examples include service ISVs like Solodev (women-owned), Enquizit Inc. (8(a)) and channel partners like Ventech Solutions (minority-owned), SHI (women-owned), and WWT (minority-owned). AWS Marketplace is continually adding new ISV and consulting partners.

AWS is open to working with the City and other OMNIA members to identify and onboard preferred diverse suppliers.

With AWS Marketplace purchases, the supplier of the product listed is the seller of record in AWS Marketplace transactions. Each seller’s name is detailed on the invoice, as shown in Figure 3, to assist in verification. As customers have different requirements and capabilities regarding how they recognize diverse spend, some customers may recognize AWS Marketplace purchases from diverse suppliers as Tier-1 purchases where others would consider these Tier-2 purchases.

Figure 3. Using AWS Marketplace to Help Meet Supplier Diversity Goals City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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AWS focuses on expanding the AWS Marketplace portfolio to include diverse ISV and channel partners. For diverse suppliers interested in becoming AWS Marketplace sellers, our streamlined seller onboarding and listing process makes it easy for suppliers to start selling their solutions on AWS Marketplace. We have AWS Marketplace Business Development resources dedicated to recruiting and supporting channel partners, ISV partners offering governmentfocused solutions, and ISVs offering education-specific solutions.

We offer additional support through our AWS Marketplace Startup Program for qualifying vendors. This program is designed to provide additional guidance and resources to startups to help build, market, and sell their solutions. Benefits include white-glove assistance from AWS Marketplace Business Development teams and AWS credits for proofs of concepts and to offset integration costs to launch an initial listing.

How to Find Diverse AWS Partners through the APN
Many types of diverse suppliers are publicly accessible through AWS. As shown in Figure 4, customers can use filtering options to search for AWS Partners on the APN Directory (outside of AWS Marketplace) who meet their specific needs. Example filtering options include economically disadvantaged women-owned small business (EDWOSB), historically underutilized business zone (HUBZone), and minority-owned businesses.

Figure 4. Sample Diverse Supplier Filtering Options
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1.8. Please describe any features your Marketplace offers to streamline the software purchasing process.

Summary Response
AWS Marketplace can help the City and OMNIA Members simplify the software purchasing process through Private Offers, the SCMP, Private Marketplaces, Marketplace Vendor Insights, integration with e-procurement systems, and AWS Cost Management tools. These tools help customers negotiate, buy, manage, and govern software procurement on one platform, AWS Marketplace.

Additional Details
Public sector organizations must balance extensive regulatory and compliance objectives with cost-effective procurement strategies. The City and other OMNIA members have traditionally required expensive and complex procurement processes. Procuring even simple software can cost the City thousands of dollars, in addition to licensing and deployment costs. AWS Marketplace helps to simplify and streamline procurement for public sector organizations, enabling them to spend their budgets driving their missions forward rather than on administrative overhead.

AWS Marketplace is more than just a location for transactions—it offers various features to streamline software purchasing. These include:
• Private Offers—Private Offers are described in our response to Question 1.1. With Private Offers, buyers can negotiate custom pricing, payment schedules, and terms (such as EULAs) for products in AWS Marketplace. This flexibility can help buyers avoid lengthy procurement periods usually associated with custom terms. • SCMP—The SCMP is described in our response to Question 1.1. The SCMP is an accomodation between common EULA terms and the terms public sector customers redline most frequently. Using the SCMP allows customers to alleviate lengthy negotiations, decrease time to contract, and build at the speed of cloud. • Private Marketplace—Private Marketplace is described in our response to Question

1.9. Private Marketplace allows customers to create a customized private catalog of preapproved products. Administrators can create unique sets of vetted software available in AWS Marketplace for different AWS accounts within their organization to purchase. Preapproval can help accelerate procurement within an organization. • Marketplace Vendor Insights—This new feature helps streamline third-party software risk assessment by enabling sellers to make security and compliance information available through AWS Marketplace. Using Vendor Insights can help buyers reduce assessment lead time to a few hours by allowing buyers to access the vendor’s validated security profile, saving months of effort from questionnaires and back-and-forth with vendors. Vendor Insights notifications also help buyers avoid periodic reassessments and provide ongoing visibility and alerts about the vendor’s security hygiene, such as an expiring compliance certification.
• Procurement System Integration—Procurement system integration is described in Question 1.3. AWS Marketplace currently supports integration with Coupa and SAP Ariba procurement systems. This integration allows customers to use their existing procurement system and processes when transacting in AWS Marketplace. • AWS Cost Management Tools—AWS Cost Management tools are detailed in Section

4.4.1.1. These tools provide many of the core features of procurement systems, such as budget tracking, cost estimations, and order management.

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AWS Marketplace offers all these features to streamline the procurement process while offering an end-to-end supply chain that works to fit customers’ specific needs.

The majority of the products on AWS Marketplace are available as self-service, allowing customers to purchase and start using their product in minutes with a few clicks. Customers can select from the deployment options detailed in Question 1.6 and from various pricing options such as pay-as-you-go, monthly, annual, and multi-year—all billed from one source. AWS handles billing and payments, and charges appear on customers’ AWS bill.

In a 2022 Total Economic Impact™ of AWS Marketplace by Forrester, respondents indicated time savings of 66% due to procurement efficiencies with AWS Marketplace and a 75% reduction in onboarding effort for new vendors.

Please also see this Technical Validation by the Enterprise Strategy Group (ESG), “AWS Marketplace Purchasing Efficiency,” describing how AWS Marketplace improves purchasing efficiency by accelerating and simplifying the software procurement lifecycle.

1.9. Does your Marketplace offer features to enable governance and control of software procurement? If so, please describe the features.

Summary Response
Yes. AWS Marketplace can enable governance and control of software procurements through AWS governance tools, Private Marketplaces, Private Offers, and the SCMP. These tools help customers simplify compliance with their internal procurement policies.

Additional Details
AWS Marketplace offers several governance and control features, allowing customers to pick the features best suited to their needs. These features are designed with a balance of centralizing governance while enabling speed and innovation. Features include AWS Governance tools, Private Marketplace, Private Offers, and the SCMP.

AWS Governance Tools
For guardrails on users making AWS Marketplace purchases, customers can use AWS Identity and Access Management (IAM) and Private Marketplace or both. Using IAM, administrators can manage access to AWS Marketplace services securely. IAM policies allow the administrator to specify each action, including subscribing to products and managing their AWS accounts.

Customers can use AWS managed policies to provide basic AWS Marketplace permissions or create their own policies. For spend management, customers can use AWS Budgets and Cost Explorer or AWS Marketplace e-procurement system integration, as described in Question 1.3 and Section 4.2.

1.10.Please describe any features your Marketplace offers to enable financing.

Summary Response
AWS Marketplace enables financing through select AWS Marketplace Consulting Partners and other third-party financing groups. We also enable flexible payments for Private Offers through our Flexible Payment Scheduler feature.

Additional Details
AWS Marketplace supports flexible options to help our customers maximize value on their most strategic software purchases. Customer financing is possible through select AWS Marketplace Consulting Partners and other third-party financing groups, such as Optiv, Presidio, and SHI.

Financing is available for both Private Offers and Consulting Partner Private Offers and is available whether or not a consulting partner is part of the opportunity. Financing enables customers to negotiate favorable pricing through longer commitments while splitting payments over a financing agreement spanning one, two, or three years.

The Flexible Payment Scheduler, shown in Figure 6, is another popular AWS Marketplace feature that allows sellers to extend Private Offers to customers with a custom payment schedule. Similar to financing, with Flexible Payment Scheduler customers can reap the benefits of longer commitments, while spreading the payment schedule over the contract duration (up to five years). Flexible Payment Scheduler is available through most marketplace sellers for Private Offers on SaaS contracts and Amazon Machine Image (AMI) multi-year products.

Figure 6. Sample Flexible Payment Schedule
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Payment schedules are displayed in Private Offers, allowing the customer to view and confirm the payment schedule prior to committing to the purchase. Once they are subscribed, the customer can see all the payments on the schedule and on their AWS invoice, helping them track their spending.

Customers must be on invoice terms to use this feature. For customers who pay their AWS bill using a credit card but who are interested in using Flexible Payment Scheduler (FPS) to switch to invoicing, AWS Account Managers can help.

1.11.Does your Marketplace include free trial listings? Summary Response
Yes, free trial listings are included in AWS Marketplace.

Additional Details
AWS Marketplace currently offers over 3,400 free products spanning numerous categories like data products, infrastructure software, and business applications and delivery methods such as AWS Data Exchange, AMIs, and container images. No-cost products are offered from a wide range of sellers including Intel, Veeam, TIBCO Software, and Bitnami by VMware.

In May of 2022, AWS Marketplace introduced free trials for SaaS contract products so customers can try products before they buy them. Customers can discover SaaS contract products that offer free trials, review usage terms and trial duration, and start a free trial in a few clicks directly in AWS Marketplace. SaaS contract free trials do not require an upfront payment, allowing customers to evaluate software without a commitment. During the trial period a customer can choose to subscribe to the available public offer, or negotiate a Private Offer with the seller. SaaS contract free trials will not automatically convert into paid agreements, so if a customer decides that the product is not the right fit, they can simply let the free trial expire.

Popular ISVs like CrowdStrike, Okta, Sumo Logic, and Tanium are a few of the sellers that are early adopters of the program and are currently offering free trials.

Additionally, some sellers on AWS Marketplace offer a bring-your-own-license (BYOL) pricing model to customers, with over 750 BYOL products currently available. This lets customers migrate their existing product licenses to AWS, which is useful for customers migrating workloads to the cloud with their existing vendors. There is no license cost, as related billing is maintained with the external channel the customer used to purchase the licenses. Related AWS charges are limited to the infrastructure costs to deploy the licenses.

With the AWS Free Tier program, certain participating AWS services up to a specific maximum amount of usage each month are available free of charge. Applicable services and usage limits are defined at aws.amazon.com/free. With the AWS Free Tier program, customers can eliminate or reduce these infrastructure costs, depending on instance type and hours used. With Free Tier, Amazon Elastic Compute Cloud (Amazon EC2) compute charges for Micro Instances are free for up to 750 hours a month for qualifying customers.

1.12.Please describe the quality assurance process for new listings on your Marketplace.

Summary Response
Before their products are available on AWS Marketplace, sellers must meet specific listing and product requirements. To register as a seller, vendors must create a public profile and provide tax and banking information. Additional steps are required for sellers of certain regions to comply with local laws. Once the seller’s registration is verified complete, they prepare their City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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products for publishing. Each product type has its own product guidelines that must be met.

AWS Marketplace maintains these guidelines for products and offerings on AWS Marketplace to promote a safe, secure, and trustworthy platform for our customers. We also encourage sellers to review implementation of additional controls and protocols as applicable to meet the needs of their specific products.

Additional Details
Once a seller has prepared their product for listing on AWS Marketplace, they create a product request. The product request must follow AWS listing guidelines requiring transparency regarding product, seller, and pricing. The seller submits the product request for review by the AWS Marketplace team, which then reviews the products and related metadata to check they meet or exceed the listing guidelines.

The guidelines are focused on policy and security compliance, software vulnerabilities, and product usability. They are reviewed and adjusted to meet our evolving security requirements. If there are any questions or issues with a request, the AWS Marketplace team connects with the seller to resolve. Once approved, a mock-up of the product's page is created. After the seller reviews the page, they accept or reject the mock-up. Once approved and accepted, AWS adds the listing page to the AWS Marketplace. Products are also reviewed when updates or changes are made. Our QA process is depicted in Figure 7.

Figure 7. AWS’s Quality Assurance Process Ensures Buyers Have Access to HighQuality Offerings In addition, AWS Marketplace continuously reviews products to verify that they meet any changes to our guidelines. If products fall out of compliance, we might require that a seller update their product and in some cases a seller’s product might temporarily be unavailable to new subscribers until issues are resolved.

1.13.Does your Marketplace allow for customers to deploy solutions in a restricted government public cloud?
Summary Response
Yes. AWS Marketplace allows customers to deploy solutions in AWS GovCloud (US), a restricted government public cloud.

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Additional Details
AWS Marketplace makes it easy for customers to find, buy, and deploy solutions in AWS GovCloud (US) Regions. AWS GovCloud (US) gives government customers and their partners the flexibility to architect secure cloud solutions that comply with the FedRAMP High baseline; the DOJ’s Criminal Justice Information Systems (CJIS) Security Policy; U.S. International Traffic in Arms Regulations (ITAR); Export Administration Regulations (EAR); Department of Defense (DoD) Cloud Computing Security Requirements Guide (SRG) for Impact Levels 2, 4, and 5; FIPS 140-2; IRS-1075; and other compliance regimes. AWS GovCloud (US-East) and (USWest) Regions are operated by US citizens on US soil.

The following links are to software available in AWS Marketplace for AWS GovCloud (US), with options for AMIs and CloudFormation templates, among others:
• SaaS solutions available in AWS Marketplace for AWS GovCloud (US) • AWS GovCloud (US-East) Region AMIs and CloudFormation Templates AWS Marketplace Catalog
• AWS GovCloud (US-West) Region AMIs and CloudFormation Templates AWS Marketplace Catalog.

How AWS Marketplace Differs for AWS GovCloud (US)
Due to the security requirements, there are some differences in how AWS Marketplace functions for AWS GovCloud (US), including:
• The full catalog of solutions is currently not available for use. • Product Support Connection is currently not available. • Container products and Amazon Machine Learning products are not currently supported in AWS GovCloud (US).
• Launch from the AWS Marketplace website is not supported with GovCloud AWS accounts. GovCloud AWS accounts are a separate account than a customer’s standard AWS account. Users must subscribe to software in AWS Marketplace using their AWS account. Once subscription is complete AMI and CloudFormation template products can be deployed from the EC2 console in the AWS GovCloud Regions. SaaS product access varies and depends on the product/vendor.
• Integration with AWS Service Catalog is currently not available.

While the full AWS Marketplace catalog of solutions is not currently available, we are actively working with AWS Marketplace sellers to offer their solutions in AWS GovCloud (US). AWS Marketplace currently offers over 2200 AMIs, CloudFormation templates, and SaaS solutions in the AWS GovCloud (US) Regions.

1.14.What’s the average length of time for a customer to deploy a solution purchased from your Marketplace (from transaction to go-live)? Are professional services usually required to facilitate deployment?
Summary Response
Deployment time can vary based on solution type and customer technical capability.

Professional services, while available if required by customers, are not usually required to facilitate deployment.

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Additional Details
Some AWS Marketplace offerings, such as AMIs, can be configured and go live in minutes, with more complex deployments taking more time. In 2020, AWS Marketplace surveyed 500 IT decisions makers at US companies. In addition to indications of high customer satisfaction, responses revealed that when purchasing cloud software and services on AWS Marketplace, respondents spent on average 49% less time finding, buying, and deploying solutions than when not using AWS Marketplace. This saved them an average of 25 hours of staff time, freeing up staff for other activities. Participants in this survey indicated the area AWS Marketplace saved the most time was deployment, accounting for over 44% of the total time saved.

While professional services are not typically needed, many of our sellers offer implementation services for purchase in AWS Marketplace in case a customer requires more in-depth deployment support. Most sellers include documentation in the listing, which provides deployment guidance. In addition, AWS provides resources to support customers deploying products, such as the AWS Marketplace Buyer Guide, implementation guides, AWS Quick Starts, and instructional videos.

1.15.What support, if any, do you offer customers to assist with Marketplace issues or questions?
Summary Response
To assist AWS Marketplace customers with issues or questions, we offer the AWS Marketplace Buyer Guide, implementation guides, quick starts, instructional videos, FAQ, a resource hub, access to an AWS account manager, and access to AWS Marketplace customer advisors.

Additionally, sellers must include support and refund information in each product listing so buyers can easily contact the seller directly.

Additional Details
As demonstrated in Question 1.14, we have a vast collection of publicly available resources to help customers address their issues and questions. The AWS Marketplace Help and FAQ page addresses the most common questions we receive and the AWS Marketplace Resource Hub is includes more in-depth content categorized by role, solution type, and content type.

For issues or questions regarding a specific listing, each seller includes on the listing page at least one method to connect with the product’s support channels, typically an email address or URL. We direct sellers to include information on the level of support a customer can expect and encourage them to include details for both pre-purchase questions and post-purchase issues, such as support for issues using the services, troubleshooting, and requesting refunds. All paid products, regardless of pricing model, must have a stated refund policy for software charges.

The policy must include the terms of the refund and a method of contacting the seller to request a refund.

Customers can also contact their AWS account manager for assistance. If the issue or question is not one the account manager can resolve on their own, they can call upon numerous resources dedicated to AWS Marketplace for support, such as AWS Marketplace customer advisors. Customer advisors support specific customers and regions (e.g., education customers in the eastern part of the US) and work collaboratively with account managers, customers, and sellers to answer questions, resolve issues, and mitigate any potential friction in the buying process, especially for first-time users.

1.16.What support, if any, do you offer vendors to assist with listing their solutions in your Marketplace?
Summary Response
To assist vendors with listing their solutions in AWS
Marketplace, we offer quick starts, an easy to navigate user interface, simple transactions, reporting, and
extensive training including videos, webcasts, exercises, templates, and a self-service workshop. These tools
help vendors to offer AWS Marketplace customers
solutions faster, with simpler transactions, and more
flexible terms.

Additional Details
A recent Forrester study (2022) found that by listing their products and including AWS Marketplace as a strategic part of their overall go-to-market strategy, ISVs realized 80% richer deal sizes, 27% higher win rates, and 40% faster sales cycles when using AWS Marketplace compared to outside of AWS Marketplace.

Beyond these business benefits, AWS is constantly innovating to provide an improved overall third-party seller experience, from beginning to end. This includes tools to speed up the listing process, training on transacting in AWS Marketplace, and visibility into sales through AWS Marketplace. In addition to the resources described below, AWS Marketplace sellers have access to category managers—subject matter experts who answer questions about listing within AWS Marketplace and help ISVs build AWS Marketplace pipeline.

Figure 8 shows a simplified process for selling software products on AWS Marketplace.

Figure 8. Selling Software Products on AWS Marketplace is Simple.

Sellers choose AWS Marketplace for a variety of reasons. These include a faster listing process and simple transactions compared to AWS Marketplace alternatives.

A Faster Listing Process
For SaaS listings, AWS has created a Quick Start to cut down on the effort required to list. Registered AWS
Marketplace sellers can use it to deploy a lightweight
serverless option for integrating new SaaS listings. The Quick Start fulfills the core capabilities required to
integrate a vendor’s SaaS solution with its corresponding listing on AWS Marketplace. These capabilities include
accepting new customer registrations, granting and revoking customer access, updating customer entitlements, and reporting metered usage. With this Quick Start, software vendors can complete a listing within a few hours.

AWS Marketplace has an easy-to-navigate user interface
for sellers to create and manage listings and Private
Offers. In addition, AWS has created comprehensive
documentation to cover all technical and operational
aspects of transacting within AWS Marketplace and a
YouTube playlist of operational how-to videos. For thirdparty marketing and sales organizations, AWS has built the 180 Day Go-to-Market (GTM) Academy—a portal
with videos, webcasts, exercises, templates, and a selfservice workshop that allows sellers to move through the materials at their own pace, and eventually become
certified to execute on GTM campaigns in AWS
Marketplace.

Sellers can use the AWS Marketplace Management Portal (AMMP) to:
• Get listing information from AWS Marketplace, such as long and short product descriptions, marketplace categories, badges, media, pricing model/unit, information, publisher, reviews, and more
• Populate their website, platform, and Private Marketplace with AWS Marketplace listings • Create a custom view of AWS Marketplace listings for customers where the seller shows offerings from other sellers and offers value-added functionality • Gain visibility into Marketplace Sales.

AWS Marketplace sellers can set up a variety of automated reports depending on their visibility needs. AWS Marketplace provides reports that include information about product usage, buyers, billing, and payment information. Reports are available to all registered AWS Marketplace sellers and include the following options: daily business report, daily customer subscriber report, disbursement report, monthly billed revenue report, sales compensation report, and US sales and use tax report. The AWS Marketplace Notifications team also sends email notifications that verify the transaction for offers and agreements made in AWS Marketplace. The notifications are sent in real time based on the successful fulfillment of a customer subscription and include the following information: purchase date, time, and time zone; customer AWS account ID; product name; product identification; offer name; offer identification; agreement identification; service start date; service end date; and purchase amount (for contract and consulting partner).

1.17.Signature Page
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2. Executive Summary
Public sector cooperative purchasing agreements make it easier for public sector institutions to procure the software they need in a cost-effective manner. The City and OMNIA Partners aim to establish a nationwide purchasing agreement to give state and local governments, educational institutions, and non-profits access to a cloud software marketplace. We provide a complete response to RFP-RH-22-026 and RFP-RH-22-026_OMNIA Solicitation Attachment, and a completed Attachment B Pricing Summary.

AWS offers comprehensive cloud services infrastructure. AWS Marketplace augments and extends the AWS Cloud through third-party software, services, and data. Throughout this proposal we highlight our innovative cloud software marketplace, our efforts to simplify procurement, and our ability to market the purchasing agreement to potential buyers. We also highlight the real benefits customers see today by using AWS Marketplace.

Project Methodology and Approach
AWS meets the City’s requirements for a cloud marketplace with existing AWS Marketplace features and AWS services. However, to make the project a success, we identified three critical focus areas for additional attention and support: marketing, sales, and contract management.

We name AWS owners for each category. We also outline specific recommended activities within each category—these are actions AWS would perform according to the included timelines. To coordinate between AWS, the City, and OMNIA, we have named a primary point of contact, .

Scope of Services and Product Categories
AWS Marketplace solutions cover all listed product categories, including security; infrastructure/DevOps/OS; database and data analytics; business apps; networking; storage, backup, and recovery; and miscellaneous/other category.

AWS Marketplace is the most extensive cloud software marketplace. We offer more than 12,000 solutions across every product category identified in this proposal. We are growing every year, with more than 2,000 new solutions added in the last year alone.

Value-Added Features
AWS offers tools to increase procurement efficiency and reduce risks. AWS Marketplace simplifies software procurement. Software procurement can be a time-consuming, expensive process for the public sector. For many, each procurement costs thousands of dollars in resources to release request for quotes, evaluate responses, and negotiate. This process is both costly and time-consuming, and can delay purchases by months.

With AWS Marketplace, the City and OMNIA Members will benefit from simplified licensing and pricing, and save on procurement-related administrative overhead. AWS Marketplace is the only cloud solution marketplace to offer end-to-end transactions for many solutions. Customers can purchase and deploy solutions without leaving AWS Marketplace.

AWS Marketplace also helps customers comply with their internal policies. We enable customers to build preapproved catalogs of software for their internal teams to choose from, we have standard terms that suit standard procurements, and customers can negotiate new terms and pricing, if required.

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Pricing Structure
Anyone with an AWS account can use AWS Marketplace at no charge. A variety of pricing structures are available on AWS Marketplace including consumption-based monthly, annual, or multi-year contracts; free or trial solutions; and BYOL. There are some AWS Marketplace listings, like BYOL and consumption-based models, that require the purchase of AWS infrastructure services to deploy the software in the customer’s account. When the purchase of AWS infrastructure is required, the City and OMNIA Members benefit from periodic cost reductions in these underlying AWS services. We have reduced prices for AWS Services 115 times since AWS launched in 2006.

As an incentive to the City of Rochester Hills and OMNIA members, AWS will provide infrastructure credits to customers procuring through this Master Agreement. This credit incentive program is outlined in more detail in Section 11 Attachment B—Price Proposal.

Supplier Information and Marketing and Sales
To be successful, this purchasing agreement requires extensive marketing and sales support.

We have outlined how AWS will work with OMNIA to meet these requirements. AWS can raise awareness of the proposed purchasing agreement with other public sector agencies.

AWS has extensive experience working with state and local governments, educational institutions, and nonprofit organizations. We will drive the success of this purchasing agreement by:
• Training and enabling our sales teams
• Creating a customer-facing contract website
• Marketing the contract through webinars and blog posts.

We will also promote the agreement at national and regional conferences and trade shows.

In the years to come, the City and OMNIA Partners need a cloud marketplace provider that can keep pace with digital transformation. The continued success of this contract requires continuous innovation to remain an effective resource for state and local governments, nonprofits, and educational organizations. Our proven experience innovating within our cloud marketplace makes AWS the right choice for a long-term provider.

AWS Marketplace benefits from our emphasis on creating new, customer-centered products and services. Our efforts to innovate have led to growth in our selection of quality offerings, simplified procurement, simplified compliance, and an expanding variety of pricing structures.

We look forward to providing future innovations to customers of this agreement in partnership with the City and OMNIA Partners.

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To maintain consistency, promote the contract, and support swift resolution of any action falling outside of the major categories, we have assigned a business development manager, , to be OMNIA’s primary point of contact (POC). will be responsible for ensuring AWS meets all commitments outlined in this proposal and that any required escalations receive prompt attention.

AWS’s proposed approach to marketing, sales, and contract management are covered in depth in Section 5.2.3. In summary:
• Marketing—As outlined in Response A of Section 5.2.3, AWS will market this agreement through AWS-hosted webinars, blog posts, participation in trade shows and professional association conferences (such as NIGP), and a co-branded contract announcement. owns coordination and execution of these activities in collaboration with AWS and OMNIA Partners stakeholders. • Sales—As outlined in Response A of Section 5.2.3, AWS Sales Leadership will promote this contract internally as a valuable path for AWS customers to satisfy their jurisdiction’s procurement requirements. AWS Sales will receive internal training, both synchronously and asynchronously, as well as a playbook with templated customerfacing communications, call scripting, and FAQ. owns sales sponsorship.
• Contract Management—As outlined in Response I of Section 5.2.3, AWS Contract Management will comply with the reporting and administrative fee requirements as mutually agreed. owns contract management.

The AWS Marketplace team owns other critical aspects of the management approach, not covered in Section 5.2.3. The AWS Marketplace team will ensure that qualifying customers receive AWS infrastructure credits, as outlined in Section 11. The AWS Marketplace team will also educate AWS Marketplace software sellers on the benefits of the Master Agreement and perform live training for customers transacting using AWS Marketplace and the Master Agreement for the first time. is the primary point of contact for AWS Marketplace.

Please see Figure 9 for an organizational chart describing how AWS will manage this contract.

AWS has the hardware, labor and equipment to perform this contract. All AWS Marketplace features and capabilities described within this proposal are generally available. Any specific City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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individuals cited in this proposal are subject to change. Any substitutions will have similar levels of experience and capabilities.

4.1.2. Timeline and Schedule for Completion of Project, Including Critical Points in the Process
AWS is fully equipped to deliver on the commitments made within this proposal and has assigned an owner for each critical area. The primary OMNIA contact for the Master Agreement at AWS will hold AWS internal stakeholders accountable to ensure AWS hits all milestones to launch the contract and maintain sales, marketing, and business development activities throughout its term. The timeline shown in Figure 10 depicts critical milestones and activities and the anticipated timeline for completion. The presumed start date is the effective date of the contract.

Figure 10. Project Milestone and Activities

4.2. Scope of Services
AWS offers comprehensive cloud services infrastructure with compute power, storage, content delivery, and other functionality that organizations can use to deploy applications and services.

AWS Marketplace augments and extends the AWS Cloud through third-party solutions.

In addition to the full functionality and offerings available through AWS Marketplace, AWS also offers the City of Rochester Hills and OMNIA members over 200 AWS Cloud services, encompassing IaaS, PaaS, and SaaS. The full list of services and their respective pricing is available at aws.amazon.com/pricing/. Please see Section 4.4.1 for details on how AWS Marketplace helps customers manage their services and subscriptions.

Infrastructure as a Service (IaaS). IaaS offerings allow customers to move, modernize, and manage their IT infrastructure with AWS. To support the level of flexibility that customers require when transitioning their legacy systems to the cloud, AWS supports a wide variety of application, compute, and storage options to meet the needs of almost any OMNIA member’s legacy or future workload.

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With IaaS solutions, customers can migrate existing applications and architectures into the cloud rapidly while maturing their cloud practice and proving the business value of cloud migration. Among other benefits, this transition to the cloud lets customers shift their business focus (and associated costs) away from maintaining their own data centers and inherit security and compliance controls from cloud service provider (CSP) infrastructure.

Platform as a Service (PaaS): AWS PaaS offerings support application deployment and development through infrastructure management, DevOps, business intelligence (BI), database management, and other tools. With PaaS solutions, organizations do not need to worry about resource procurement, capacity planning, software maintenance, patching, or any of the other infrastructure management involved in running an application. In other words, AWS handles the tedious and often difficult tasks that do not add value to the mission of the organization.

Software as a Service (SaaS): AWS Marketplace includes thousands of SaaS-type software listings from popular categories including security, business applications, and data and analytics, and across industries, such as healthcare, financial services, and the public sector.

AWS Marketplace simplifies SaaS procurement by making it easier to discover, buy, and launch SaaS products.

4.2.1. Additions to the Scope of Services
We consider all AWS services, including those that will be added over the term of the agreement, to be in scope of our response. If the City accepts that all AWS services, present and future, are in scope, changes to the Scope of Services during the term of the agreement should be minimal. AWS has more services, and more features within those services, than any other cloud provider. We have been continually expanding services to support virtually any cloud workload, and we now offer more than 200 fully featured services, including compute, storage, databases, networking, analytics, robotics, machine learning and artificial intelligence, Internet of Things (IoT), mobile, security, hybrid, virtual and augmented reality (VR and AR), media, application development, deployment, management, and much more.

AWS is also innovating faster than anyone else, and our portfolio continues to expand at the fastest rate. In 2011, AWS released over 80 new significant services and features, followed by nearly 160 in 2012; 280 in 2013; 516 in 2014; 722 in 2015; 1,017 in 2016; 1,430 in 2017; and 1,957 in 2018; 2,345 in 2019, 2,757 in 2020, and 3,084 in 2021.

As an AWS service, AWS Marketplace has experienced a similar pace of innovation. At the time AWS Marketplace launched 10 years ago, it was a novel innovation. As far as we know, there was no other website that allowed customers to rent hosted servers running commonly used software. In the decade since, our customers and sellers have asked us to do so much more. In addition to the machine images we started with, customers asked for more deployment options.

Customers asked for SaaS solutions that sellers manage on their behalf, container images, machine-learning models, professional services to augment software purchases, and data via file-based data sets, APIs, and Redshift tables.

Customers also asked for different ways to buy. In addition to pay-as-you-go hourly billing, customers asked for BYOL, contract-based pricing, and privately negotiated rates—either direct from the seller or indirect through a reseller. And, last but not least, customers asked for governance capabilities to curate private catalogs, govern who spends what with whom, tie purchasing into existing approval and procurement systems, share entitlements across organizations, and more.

We listened. We launched all of the above and more over the last ten years, with the results detailed in the next section on product categories.

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scalable, and cost-effective. These offers enable customers to manage their data in the cloud, provide effective data governance, and derive actionable insights.

4.3.4. Business Apps
AWS Marketplace has 2,183 business applications listings, including Infor, Pluralsight, and Preservica. The business applications category includes the following sub-categories:
blockchain, collaboration and productivity, contact center, content management, customer relationship management (CRM), ecommerce, e-learning, human resources, IT business management, and project management.

4.3.5. Networking
AWS Marketplace has 1,110 networking infrastructure listings, including Cisco, Citrix, and F5.

Networking ISVs in AWS Marketplace bring feature and operational consistency to on-premises and AWS workloads. By using networking infrastructure solutions from popular vendors in AWS Marketplace, customers can take full advantage of existing investments in on-premises systems and the cloud to meet their unique business challenges.

4.3.6. Storage, Backup, and Recovery
AWS Marketplace has 287 storage listings and 231 backup and recovery listings, including Clumio, Druva, and Netapp. Public sector organizations need to ensure their systems are always available. AWS Marketplace provides solutions to protect customer data from physical and logical errors, such as system failure, application error, or accidental deletion.

4.3.7. Miscellaneous/Other Category
AWS Marketplace has a rapidly expanding portfolio of listings, including software, professional services, datasets, and Amazon Machine Images. AWS Marketplace can help local government customers quickly make the transition to smart cities with solutions like RUBICONSmartCity, which helps city governments run waste and recycling operations faster, smarter, and more effectively, and Esper, which allows for data driven research, collaborative policymaking, and public-facing engagement on the policies that impact citizens and employees. Public-safety customers appreciate the ability to quickly procure mission-critical applications like Scout PD, which streamlines investigation capabilities and evidence management into one application, and Guardian Alliance, which enables electronic gathering, management, automation, and evaluation of pre-employment law enforcement background investigations. Education customers will find Moodle Learning Management Systems from multiple sellers and products for virtual classrooms, lecture capture, webinars and live events, and student outreach, such as Kaltura.

Beyond AWS Marketplace, we are submitting all AWS Cloud services in scope of our proposal.

Today, state and local customers are using AWS’s database, storage, compute, AI/ML, and many other services to transform data to insights, modernize open source and Microsoft applications, engage constituents, and improve security and compliance. Education customers are using AWS to provide secure access to desktops and applications 24/7 from any device and to share data across platforms to get a comprehensive view of student performance and uncover insights.

4.4. Value-Added Features
Software delivery has changed dramatically over the last 50 years—from physical delivery of highly configurable systems to off-the-shelf software delivered over the internet. However, software procurement has lagged, bogging public sector purchasers down in decades-old, timeconsuming processes. These processes are intended to enforce security and governance but frequently have the opposite effect when departments opt for under-the-radar buying to speed the overall procurement. Until recently, software purchasers faced trade-offs between speed and convenience on one hand and security and compliance on the other.

According to Forrester, “AWS has broken new ground in areas that procurement cares about and offers a new way to streamline SaaS buying and thereby increase efficiency while lowering risk.” Ever focused on our customers, AWS has continued to innovate with new and improved solutions designed to enhance the buyer and seller experience. Our pace of innovation is demonstrated in our What’s New posts, which highlight AWS service, feature, and region expansion announcements as they are released.

4.4.1. AWS Marketplace Tools
AWS Marketplace benefits both customers and thirdparty sellers by making transacting simpler and faster with numerous value-added features. Sellers appreciate
the ability to speed up their sales cycle; customers
appreciate visibility into their purchases, eliminating waste, and saving money. AWS provides tools to help
customers with governance, control, and visibility, and to third-party sellers to make listing and transacting via AWS Marketplace easy. Section 8 describes the value AWS offers beyond what it would normally offer a single government entity.

4.4.1.1. Customer Tools
In this section, we describe the value-added tools available to support cloud marketplace transactions in AWS Marketplace.

Manage AWS Marketplace Subscriptions
From the AWS Marketplace homepage, customers logged into their AWS account can view their subscriptions by selecting “Your Marketplace Software.” From there they are taken to the Manage Subscriptions page. As shown in Figure 11, this page lists the customer’s subscriptions to products. Customers can search to find products based on name, description, or other attributes, and filter based on the product type. Customers can view information about their current monthly charges by choosing an item from the Actions menu. The Actions menu includes shortcuts for customers to navigate directly to the subscriptions page. From the Actions menu, customers can also access Budgets and Cost Explorer to monitor and manage the costs of their subscriptions.

The customer can also perform actions on a specific product by clicking on the subscription.

Depending on the product type, they can:
• View current usage of the product
• Deploy or configure a product
• View the seller profile
• Go to the AWS Management Console to manage their instances • View or share licenses for their subscriptions with other accounts in their AWS Organization
• Go to their current Amazon EC2 instances to configure their software • Unsubscribe from a product.

From this page a customer can also use the shortcuts on the left of the page, including Discover Products which takes the user to the AWS Marketplace homepage. The Product Support Connection shortcut takes a customer to a site that provides the support contact details for any third-party software subscriptions they have. From the Settings shortcut a customer can configure integration with AWS Organizations and AWS Billing, two features that are described below.

Managed Entitlements Help Bring Third-Party Spend Under Procurement Discipline Managed entitlements enable customers to distribute, activate, and track software license entitlements acquired in AWS Marketplace through AWS License Manager. Administrators can use AWS License Manager to automate the distribution and activation of software entitlements to end-users and workloads across accounts in their AWS organization. Managed entitlements also provide built-in controls that allow only approved users and workloads to consume licenses.

Customers can subscribe to, track, and manage software licenses at scale, as third-party products purchased in AWS Marketplace create managed entitlements in AWS License Manager.

Manage Billing with the AWS Billing Console
The AWS Billing console is the portal for all AWS customers, from the smallest higher education institution to the largest state agencies. Customers can use the console to see the resources City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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that are running in their AWS accounts, manage billing preferences, and access billing artifacts that are needed to make payments to AWS. As shown in Figure 12, the AWS Billing console provides a high-level explanation of the spending for a customer’s account, and serves as the entry point for enrolling in products in the AWS Cost Management products. Popular tools within the billing console include AWS Cost Categories, AWS Cost and Usage Reports, and AWS Purchase Order.

Figure 12. AWS Billing Console Billing and Usage Report.

Management and AWS Consolidated Billing
Consolidated billing is available to customers using AWS Organizations. Customers can use the consolidated billing feature to consolidate payments for agencies and institutions that use multiple AWS accounts. The designated management account has visibility into AWS charges that occur in member accounts and can pay the charges of all of the associated member accounts. Organizations receive one bill for the multiple accounts, providing better visibility into spend across departments and buyers. For further cost savings, customers can use the combined view to pinpoint potential areas where usage can be combined to share volume pricing discounts.

Manage Costs Using AWS Cost Explorer
Customers can use both the Billing console and the AWS Cost Management console for a holistic approach to managing costs. The Billing console contains resources to manage ongoing payments and payment methods registered to a customer’s AWS account where the features in the AWS Cost Management console are used to optimize future costs. AWS Cost Explorer is a tool within the cost management console that enables customers to view and analyze costs and usage. Customers can explore their usage and costs using the main graph, the Cost Explorer cost and usage reports, or the Cost Explorer Reserved Instance (RI) reports. Cost Explorer also includes filters that allow customers to limit the report specifically to AWS Marketplace City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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expenses. Figure 13 shows how AWS Cost Explorer can help customers visualize, understand, and manage their costs.

Figure 13. How OMNIA Members Benefit From AWS Cost Explorer.

Shown in Figure 14, Cost Explorer allows customers to view data for up to the last 12 months, forecast how much they are likely to spend for the next 12 months, and get recommendations for what RIs to purchase. AWS Cost Explorer can also be used to identify areas that need further inquiry and trends, such as spikes associated with “back to school” or end of fiscal year.

AWS Cost Explorer provides preconfigured views that display at-a-glance information about cost trends and give customers a head start on customizing views that suit their specific needs.

Figure 14. Cost Explorer Cost Trends Display.

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Simplify Procurement with Procurement System Integrations Procurement System Integration allows organizations to integrate AWS Marketplace with procurement systems through an industry standard open communication protocol, Commerce XML (cXML). Integration is currently available with Coupa and SAP Ariba, allowing customers to use their existing procurement system and processes when transacting in AWS Marketplace.

With this feature, builders can find, buy, and deploy from thousands of solutions quickly. IT administrators can streamline approvals and manage spend directly from their procurement system while purchasing teams maintain visibility and controls into the AWS Marketplace purchases made within their organization.

AWS offers the Procurement System Integration User Guide to assist IT administrators in getting started with their system integration. We have additional resources and subject matter experts to assist should a customer need further help with integration.

Find Help with Customer Advisors
AWS recognizes many customers may be unfamiliar with the benefits of cloud marketplaces and how to integrate these marketplaces into their current procurement processes. To assist, AWS introduced AWS Marketplace customer advisors. Customer advisors help customers transform their software procurement processes as they help customers find, buy, and deploy from AWS Marketplace. They collaborate with customers, AWS Account Managers, and AWS Marketplace sellers to guide the purchasing process and remove potential roadblocks caused by gaps in communication or understanding. Our public sector customer advisors are knowledgeable of the common procurement rules and processes of government, education, and nonprofit entities and help customers to understand how they can purchase through AWS Marketplace and meet their procurement requirements.

Find and Learn About New Technology with Curated Solution Pages AWS understands that technology need and know-how can vary from customer to customer. To help customers navigate the many technology solutions available, AWS created curated solution pages for our public sector customers including state and local government, education, healthcare, justice and public safety, and non-profit. Figure 15 is a sample page. The pages can also be found on our public-sector page. The industry-specific pages include a wealth of information such as common use cases, popular vendor solutions, customer testimonials, and resources focused on the relevant industry. For example, our state and local government solutions page highlights emergency response solutions, our healthcare solutions page includes available and upcoming webinars for healthcare professionals, and our education solutions page provides resources focused on remote learning.

The solution pages are an example of the many resources we have available to support OMNIA members in selecting technology solutions for their needs. Members can always reach out to their AWS account manager for additional support and guidance, when needed.

4.4.1.2. Seller Resources
AWS has highlighted seller resources, including analytics, APIs, and tools, in our response to Question 1.16. Please see the follow subsections for additional information.

4.4.2. Innovative Efficiency
As mentioned in Question 1.8, AWS Marketplace reduces time to onboard new vendors by 75% and time to procure by 66%. Some of the features that contribute to these time savings are Private Offers, the SCMP, and AWS Cost Management services. With one-click deployment, we also help customers speed up transactions and deployment for many commercial offerings.

Private Offers
Please see Question 1.1 for details on Private Offers. With Private Offers, buyers and sellers can easily negotiate custom pricing, payment schedules, and EULA terms for products in AWS Marketplace.

Standardized License Terms for Onboarding New Software Sellers Please see Questions 1.1 and 1.9 for more details on the SCMP. Through the SCMP, AWS Marketplace provides a set of well-balanced, scalable terms that address the fundamental requirements of both buyers and sellers for select products. Organizations can review the terms once, then use them across a broad set of sellers and digital solutions, eliminating the need to negotiate contracts for every purchase. They can easily find and deploy solutions enabled with the SCMP, request the terms to support custom Private Offers, and amend where necessary to support specific transaction requirements.

Consolidated Invoices with AWS Cost Management Services Please see Question 1.3 and Section 4.2. for details on AWS Cost Management services. In just a few simple steps customers can opt in to have all third-party software and services charged through AWS Marketplace consolidated into a single, detailed bill. AWS provides rich tooling for better visibility and control of costs. One of these tools is Cost Allocation Tagging, which enables customers to identify, gain visibility into, and track AWS Marketplace AMI City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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software usage and spend with user-defined tags. Customers can use tags to categorize, allocate, and perform cost reporting on AWS Marketplace usage-based AMI spend.

Another tool, AWS Budgets, allows customers to set custom budgets to track their cost and usage from the simplest to the most complex use cases. With AWS Budgets, customers can choose to be alerted by email or SNS notification when actual or forecasted cost and usage exceed their budget threshold, or when their actual RI and Savings Plans' utilization or coverage drops below their desired threshold.

One-Click Deployment to Procure Software, Amazon Machine Images, and Professional Services
Customers wanted to find and buy software and services in one place, and avoid punching out to vendor websites to make a purchase. In response, we built the only cloud marketplace with end-to-end transactability, and we support purchasing through both our website and the AWS console.

Customers can select commercial software from well-known sellers, as well as many widely used open source offerings. When customers find products they want, they can buy and deploy that software to their own Amazon virtual server instance with one click. Customers can simultaneously deploy software into the cloud with the underlying cloud-based servers and storage, freeing their IT team from hours of setup work.

4.4.3. Tools to Lower Risk
Decision-makers felt 2.4 times better about purchasing using AWS Marketplace compared to other sources, based on an online survey of 500 IT decision-makers and influencers in the US.

AWS offers tools to help customers increase governance and compliance, while lowering their overall risk. AWS Marketplace customers can use Private Marketplace and AWS License Manager to bring more third-party spend under procurement discipline. They can use flexible payment schedule options and financing to negotiate lower annual costs in exchange for longerterm commitments. They can negotiate price, financing, and terms with their preferred seller to receive customized discounts and consolidated billing. For customers that use purchase orders to manage procurements, AWS Marketplace has a feature to tie subscriptions back to purchase orders.

Build a Preapproved Digital Catalog with Private Marketplace Private Marketplace is described in our response to Question 1.9. Private Marketplace allows organizations to build customized digital catalogs of approved products from AWS Marketplace.

This helps an organization’s users easily find and deploy approved third-party software.

Managed Entitlements for AWS Marketplace
Many of the AWS services described in Section 4.4.1.1 can help customers manage risks and lower costs. For example, managed entitlements for AWS Marketplace enable customers to distribute, activate, and track software license entitlements acquired in AWS Marketplace through AWS License Manager.

Flexible Payment Scheduling and Financing
Flexible Payment Scheduler, described in our response to Question 1.10, enables software sellers to offer custom payment schedules to customers. By allowing customers to pay in installments over time with custom dates, customers can purchase the product they need at a fair price, and pay in a way that aligns with their budget cycle.

Negotiated Pricing and Terms
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Customers can meet their unique requirements with
custom license terms, volume discounts, and
flexible payment options. Customers can negotiate
pricing and terms with the software seller or
reseller, and they will create an offer for designated
AWS accounts. Once the Private Offer is accepted,
the negotiated price and terms will be accessible to
the customer’s users.

Purchase Order Management
Purchase Order Management for SaaS contracts
allows customers to add purchase order numbers to
their AWS invoices for SaaS contracts purchased in
AWS Marketplace. When set up, purchase order
numbers entered in AWS Marketplace appear on
corresponding invoices, easing software spend
allocation to internal budgets. Customers can see
the purchase order number entries in the Purchase Order Management system within AWS Billing, as well as on the AWS invoice generated for the SaaS transaction. Providing this level of granular control over budget allocation for AWS Marketplace transactions reduces the operational overhead associated with budgeting and spend chargeback calculations when purchasing from AWS Marketplace.

4.5. Pricing Structure
The City requests that respondents offer a variety of pricing structures, such as consumptionbased monthly, annual, or multi-year contracts; free or trial solutions; and BYOL. We understand and comply with this requirement.

There is no charge to use AWS Marketplace. Customers are only charged for products purchased via AWS Marketplace and any underlying AWS usage. Sellers, such as software vendors that list software within AWS Marketplace, define the pricing for their product and service listings—AWS does not control seller pricing on AWS Marketplace. Sellers can offer discounts through a Private Offer (described in Section 1.1).

As shown in Figure 16, AWS Marketplace offers consumption-based, monthly, annual, or multiyear contracts; free trials; and BYOL delivery methods. The seller selects the delivery method when creating an AWS Marketplace listing. For BYOL and consumption-based models, customers will be billed for underlying AWS usage. With some delivery types, underlying AWS usage is billed to the ISV. In each case, the customer will be aware upon purchase whether they will be billed for AWS usage.

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Figure 16. Flexible Consumption and Contract Models
Underlying AWS Service Price Drops
For BYOL and consumption-based models, customers will be billed for underlying AWS usage.

With other delivery types, underlying AWS usage is billed to the ISV. Periodic price reductions are a normal part of business for AWS. As of April 7, 2022, we have reduced prices 115 times since AWS launched in 2006. We expect to continue to lower prices this year and for many years to come. Our pricing philosophy is to work relentlessly to reduce our own operating costs and to pass those savings back to customers in the form of lower prices. When AWS drops its pricing, both customers and AWS Marketplace sellers benefit from cost savings.

5. Supplier Information
In this section we provide answers to the Supplier Qualifications and Supplier Information questionnaires presented in Attachment A-Exhibit A of the request.

5.1. Supplier Qualifications (Ref. Attachment A, Section 2.0) AWS acknowledges and understands the Supplier Commitments listed in Exhibit A, Section 2.0 of Attachment A, Requirements for National Cooperative Contract to Be Administered by OMNIA Partners. Please refer to Section 8 Exceptions for a list of terms, conditions, and other requirements to which AWS cannot agree without modification.

5.2. Supplier Information (Ref. Attachment A, Section 3.0) In the following section, AWS provides the requested supplier information.

5.2.1. Company
A. Brief history and description of Supplier to include experience providing similar products and services.

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• Amazon Around the Globe: View an interactive map and other resources to see Amazon’s sustainability efforts happening all around the globe. • Sustainability in the Cloud: Learn how AWS is working to achieve Amazon’s goal of 100% renewable energy.
• Amazon Sustainability: Learn about our ongoing efforts to fulfill our commitment to sustainability.

F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.

Supporting supplier diversity is a fundamental part of the work of Amazon—AWS’s parent company—and an extension of Amazon’s customer-centric culture. As a leading retailer, Amazon invests in the success of small- and medium-sized businesses (SMBs) by providing them with logistics services and technology support to thrive in the Amazon.com marketplace.

Amazon has contributed tens of billions in infrastructure and built hundreds of tools to help SMBs and Minority- and Women- Owned Business Enterprises (MWBEs) succeed, including data analytics that help independent sellers to better understand and reach customers. From 2019 to 2020, Amazon invested more than $30 billion in logistics, tools, services, and programs to foster the growth of SMB sellers. Amazon’s 2020 Small and Medium Sized Business Impact Report summarizes how Amazon has helped a diverse pool of SMB sellers succeed.

AWS builds on Amazon’s commitment to SMBs and MWBEs by helping hundreds of thousands of SMBs, startups, and partners launch and scale their businesses. SMBs today are adopting cloud-based working models and shifting to flexible IT platforms. This enables them to respond faster to customer needs and proactively improve products and services—all while reducing costs and freeing up resources for critical projects.

SMBs can achieve better outcomes faster by using the AWS Cloud and software from the AWS Marketplace. Our cloud solutions can help SMBs reach new customers, strengthen relationships with existing customers, gain audience insights, streamline operations, and make their IT environments more secure. We provide SMBs and MWBEs with free tools and resources to accelerate their growth and development on AWS, as highlighted by the programs below.

How Participating Agencies May Use Diverse Partners Through the Master Agreement AWS Marketplace can help the City and OMNIA Members procure directly from sellers in a variety of categories that may help meet supplier diversity goals. Our search functionality can help the City and OMNIA Members find diverse APN Partners and track transactions with these AWS Marketplace sellers. Please see our response to Question 1.7 for details on how AWS can help the City and OMNIA Members meet their diversity goals.

Please note that pricing is not affected by using these tools. Additionally, AWS is not a member of any diversity alliance. AWS Marketplace buyers should work with sellers directly to receive copies of their certifications where applicable.

G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
a. Minority Women Business Enterprise
Yes No

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applications and services cost effectively. AWS Marketplace augments and extends the AWS Cloud through third-party solutions.

AWS Marketplace solutions are built on and for AWS, offering compatibility and security AWS customers have grown to trust. Currently AWS Marketplace offers over 12,000 listings from 2,000 ISVs and 1,000 consulting partners offering solutions across 65 categories and numerous pricing and deployment models.

We consider all AWS services, including those that will be added or removed over the term of the agreement, to be in scope of our response. AWS has more than 200 fully featured services, including compute, storage, databases, networking, analytics, robotics, machine learning and AI, IoT, mobile, security, hybrid, VR, AR, media, application development, deployment, management, and much more.

B. Describe how supplier proposes to distribute the products/service nationwide.

Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

Nationwide distribution of the products and services outlined in this proposal will occur through AWS Marketplace. Solutions in AWS Marketplace offer multiple deployment options including Amazon Machine Image (AMI), SaaS, containers, Amazon SageMaker, and CloudFormation.

Customers can choose to purchase directly through AWS Marketplace’s self-service option or via Private Offers, either directly with the ISV or through a consulting partner. To simplify procurement further, AWS Marketplace offers end-to-end transactability for public listings— customers do not need to visit the ISV’s website to complete transactions.

Launch and distribution of the solution is dependent on the deployment option selected. For our most popular option, SaaS, customers can use the Amazon EC2 console to choose Region and instance type to launch or use or “1-click” launch. For software products, the seller chooses which AWS Regions to make their software available in, as well as the instance types. 1-click launch helps customers launch quickly with recommended default options such as security groups and instance types. With 1-click launch, customers can also see an estimated monthly bill.

Product availability is based on supported AWS Regions. The AWS Marketplace website is available in all seven North American Regions, including our two AWS GovCloud Regions, and 24 Regions worldwide. All sellers offering paid products must be from eligible jurisdictions, which currently include United States (US), Australia, Bahrain, European Union (EU) member states, Hong Kong SAR, Israel, Japan, New Zealand, Norway, Qatar, Switzerland, United Arab Emirates (UAE), and United Kingdom (UK).

C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

AWS offers the City of Rochester Hills and OMNIA Partners members all AWS services at publicly available pricing (found at aws.amazon.com/pricing/). We additionally offer an infrastructure credit incentive program, described in Section 11, to customers procuring through this Master Agreement. Customers can negotiate pricing with AWS Marketplace sellers using the Private Offer and CPPO functionalities. Customers can verify negotiated pricing of their Private Offer or CPPO prior to accepting the offer.

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Customers can use AWS Cost Explorer to monitor and analyze costs and usage for data up to the last 12 months.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

Customers can access software they know and trust from over 2,000 ISVs; 1,000 AWS Marketplace Consulting Partners; and 250 Data Providers. Due to the nature of an online cloud marketplace and third-party vendors, AWS recommends the City and OMNIA Members reference aws.amazon.com/marketplace for an up-to-date list of companies involved in processing, handling, or shipping the products and services to end users for purchases made through AWS Marketplace.

With AWS Marketplace purchases, the supplier of the product listed is the seller of record in AWS Marketplace transactions. Each seller’s name is detailed on the invoice to assist in verification. AWS Marketplace provides an automated way for ISVs and Channel Partners to sell to customers. When the seller submits a product in AWS Marketplace, they define the price of the product, and the terms and conditions of use. When a customer purchases from the seller, they are agreeing to the pricing and terms and conditions set for the offer by the seller, which can be directly negotiated via a Private Offer and Consulting Partner Private Offers.

Customers can meet their software procurement needs with custom terms, volume pricing, and flexible payment options negotiated privately with their preferred ISV or consulting partner.

While AWS Marketplace is agnostic in the process and merely providing billing and invoicing for transactions, it enables customers to procure many solutions directly from AWS Marketplace sellers, including ISVs and channel partners, and provides billing and invoicing for transactions we enable.

E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

For software products, the seller chooses which AWS Regions to make their software available in, as well as the instance types. AWS encourages sellers to make products available in all available Regions and on all instance types that make sense. As mentioned in Response B of Section 5.2.2, AWS Marketplace website is available in 24 Regions worldwide and all seven North American Regions, including our two AWS GovCloud Regions.

5.2.3. Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days
In the first 10 business days from award, AWS executive leadership will distribute internal communication via email announcing the award and describing upcoming training materials.

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ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days In the first 30 days, the OMNIA primary point of contact will conduct a live sales kick-off training that will be recorded. Executive sales leadership will make an introduction. During the live kickoff, all elements of Response F will be addressed, as well as:
• How to set up an AWS account
• Credits available to OMNIA AWS customers
• How to check if a prospective customer is already an OMNIA member • Talk track on OMNIA’s scope and benefits.

The live kick-off will be followed by a knowledge check. We will create an internal OMNIA resource hub within our communication tool to accompany this training. This resource hub will also address all elements of Response F and contain FAQ. An internal Slack channel will be established to answer OMNIA questions as they arise.

From days 30 through 60, business development managers will attend each individual sales team meeting to refresh knowledge from the kick-off training and answer questions about OMNIA.

From 60 through 90 days and beyond, OMNIA training will be included in onboarding (required new hire training) and annual refreshers for tenured employees. This training will be accompanied by knowledge checks.

B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days
iii. Design, publication and distribution of co-branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum. in an area reserved by OMNIA Partners for partner suppliers. Booth space Version October 19, 2021 will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term
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viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal • Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page;
• A dedicated toll-free number and email address for OMNIA Partners AWS recognizes the value of a coordinated marketing effort with OMNIA Partners. We are committed to continued dialogue with OMNIA Partners to plan and help drive customer awareness of the award. Any items that AWS cannot comply with are noted in Section 8. Within 90 days of award, AWS aims to:
• Review our tentative 2023 calendar of national, regional, and supplier-specific trade shows, conferences, and meetings with OMNIA Partners. While we expect to identify events of mutual interest, creation of a complete list of events may exceed ninety days depending on team-specific planning guidelines. At the agreed upon events, AWS to promote the agreement through marketing collateral distributed at the event. Examples of events we have attended in the past include:
o National Association of Counties (NACo) Annual Conference o EDUCAUSE Annual Conference for Higher Education
o E.Repbulic/Government Technology Digital Government Summits for State and Local Government
o National Association of State Chief Information Officers (NASCIO) Annual Conference
o Consortium for School Networking (CoSN) Annual Conference for K-12 Education • Host a webinar on modernizing software procurement featuring speakers from AWS and OMNIA Partners. If AWS is unable to conduct a webinar in the first 90 days, we commit to having the abstract complete, AWS speakers onboard, and a target date planned during the first 90 days. The webinar will be recorded and available on demand for continuous consumption and promotion.
• Publish a blog post (for example, on the AWS Public Sector Blog) announcing the Master Agreement and explaining "Why OMNIA Partners and AWS" with newsletter and social promotion.
• Review OMNIA’s press release of the Master Agreement details and contact information.

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• Plan to produce additional co-branded sales materials. AWS cannot guarantee completion of all materials within the first 90 days but will begin planning all such materials during this timeframe. Co-branded sales materials include:
o A customer-facing contract website detailing how to use the contract. o An AWS Marketplace hosted landing page with featured software vendors. See Figure 17 for a sample landing page.
o A “Why OMNIA and AWS” one-pager. This collateral will demonstrate the benefits of the agreement. It will be used by AWS public sector field sales and business development teams.
o A co-branded customer-facing first call deck. This will be available for use by AWS public sector field sales and business development teams for use, as well as OMNIA business development teams.

Figure 17. Sample AWS Marketplace Hosted Landing Page.

Beyond the first 90 days, AWS will promote the agreement through expanded marketing efforts, such as:
• AWS to promote OMNIA Partners-hosted events with public sector sales personnel who wish to attend OMNIA Partners-hosted events tailored specifically to information technology suppliers each year the Master Agreement is in effect. • AWS to design and distribute national and regional advertising in trade publications throughout the term of the Master Agreement. AWS reserves the right to select publications based on existing relationships and sponsorships. • AWS to attend and participate as an exhibitor in the NIGP Annual Forum. • AWS to incorporate OMNIA Partners into AWS Marketplace webinars focused on the public sector audience.
• AWS to work with OMNIA Partners on nominating a joint speaking engagement session based on the list of mutual public sector events.
• AWS to plan blog posts featuring customer success stories for shared customers.

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C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners.

Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

Customer usage of this contract or any other managed contracts held by AWS or our AWS partners is entirely the customer’s decision. AWS does not dictate which cooperative agreement its customers use.

AWS will market the agreement to small and medium sized government and educational customers. We will make this agreement available to any OMNIA member that wishes to use it for any AWS service. Due to its scope, this agreement is particularly suited to AWS Marketplace customers. At the time of this submission, AWS does not directly hold any nationwide government or educational cooperative agreements with AWS Marketplace in scope.

A list of current cooperative contracts available via APN Partners is provided on the following site: https://aws.amazon.com/contract-center/state-local-edu-contracts/.

D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

AWS acknowledges that use of the OMNIA Partners logo will require permission for reproduction.

Within 90 days of award, AWS Sales will initiate an internal approval request for third-party usage of the AWS logo and provide OMNIA Partners with a Limited Logo Usage Agreement for execution.

E. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
AWS will create an OMNIA customer onboarding document, a customer-facing website, a customer-facing first call deck, and a one-page leave behind. Please see Response A for details. Where possible, we will comply with items requested in Response E. However, we cannot agree to: ii. Best government pricing.

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ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account setup, timely contract administration, etc.

AWS manages multiple statewide and national contract agreements. Through these engagements, we have developed tools, processes, and practices that can help customers easily access the benefits of the agreement. In this response, we highlight some tools we will use to manage the national program throughout the term of the agreement.

Coordination of Marketing and Sales
AWS will manage ongoing coordination of marketing and sales efforts as described in Response A of Section 5.2.3.

Account Setup
Customers using the agreement can set up an AWS account through our website, www.aws.amazon.com. From there:

1. Users select “Sign in to the Console.” They will see a sign-in form, underneath which is a “Create a new AWS account” button.

2. Users select the “Create a new AWS account” button and click through. They will be prompted to provide the information and verifications required to set up an AWS account. Users should have an original email address and chosen AWS account nickname ready. They should also be prepared to retrieve a verification code from the associated email address.

3. After this, users will provide either business or personal identification information covering name, address, and phone number. Please note that customers do not need to provide credit card or other payment information at this stage. Instead, they can return to the sign-in page and enter their email address and password.

Account Onboarding
AWS manages multiple agreements that require customer onboarding. When the agreement is in place, AWS will create a step-by-step guide for customers to get set up to purchase services through the agreement. At a high level, the process for onboarding to the agreement is as follows:

1. Customers create an AWS account. This can be accomplished through the process described above. AWS also offers direct account manager support to help customers with this step.

2. Customers wishing to purchase through the agreement will register their account. This is done by emailing their Payer Account ID(s) to [email protected]. The AWS Contract Management team will provide the customer with an acceptance email, confirming that they have been added under the terms of the agreement. A customer must receive acceptance from AWS that it has been onboarded to the contract, at which point a customer may start using the contract's terms and conditions and will also earn incentive credits as outlined in Section 11.

Contract Management
The AWS Contract Management team will comply with the reporting and administrative fee requirements as mutually agreed. AWS will pay the administrative fee and submit reporting by the 25th calendar day of the second month following the date of the reported sale. For example, AWS reports January sales and submits administrative fees for January sales by March 25.

AWS Contract Management will also collaborate with AWS Marketing to create an AWS-hosted City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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OMNIA contract webpage featuring the Master Agreement (please see Response A of Section

5.2.3 for details). Finally, AWS Contract Management will create a customer onboarding document with detailed instructions for OMNIA members to open or transfer AWS accounts under the OMNIA terms of the Master Agreement.

J. State the amount of Supplier’s Public Agency sales for the previous fiscal year.

Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

AWS does not share specific details about individual customers unless publicly detailed by the customers themselves. Millions of active customers a month (including tens of thousands of government agencies, education institutions, and nonprofit organizations) are already using AWS to address a diverse set of use cases, from simple website hosting all the way up to mission-critical intelligence projects dealing with large volumes of sensitive data. Refer to https://aws.amazon.com/solutions/case-studies to learn more about how customers are currently using AWS Cloud services.

K. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

After onboarding to the contract, customers will begin subscriptions or using services through the AWS Management Console and AWS Marketplace. The majority of the products on AWS Marketplace are available as self-service, allowing customers to purchase and start using their product in minutes with a few clicks. Customers can select from the deployment options detailed above and from various pricing options such as pay-as-you-go (seconds/hour), monthly, annual, and multi-year. Please also refer to our description of Private Offers available in Section 1.1.

Section 4.2.1.1 describes the systems AWS offers to enable customers to manage AWS Marketplace subscriptions, manage overall AWS billing, consolidate billing between multiple departments, view potential savings, and integrate customer procurement systems with Marketplace.

AWS standard invoices, as shown in Figure 18, provide a breakdown of all services used, account ID used, ordering period, customer name, and customer address. Customers can provide payment through EFT or check.

L. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).

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AWS cannot guarantee Contract Sales and we will not publicly report any kind of financial projection at this level.

M. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners).
ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners).
iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.

6. References
Our below references provide points of contact who can provide historical information and details on our performance aligned to the scope of work in the RFP Reference #1:

Reference #2:

aws
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Product Delivery
Method
Professional services
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Delivery Method
Filter on the Console
Professional
Services
Description
Sellers can offer professional services that support
or work with other AWS Marketplace products and
building on AWS.

10. Attachment A-OMNIA Partners
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10.1.Exhibit A
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City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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faster to customer needs and proactively improve products and services—all while reducing costs and freeing up resources for critical projects.

G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
a. Minority Women Business Enterprise
Yes No
If yes, list certifying agency: ___________________________________ b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Yes No
If yes, list certifying agency: ___________________________________ c. Historically Underutilized Business (HUB)
Yes No
If yes, list certifying agency: ___________________________________ d. Historically Underutilized Business Zone Enterprise (HUBZone) Yes No
If yes, list certifying agency: ___________________________________ e. Other recognized diversity certificate holder
Yes No
If yes, list certifying agency: ____________________________________ No certifications held.

H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying agency.

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K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

AWS is a subsidiary of a publicly held corporation and this reporting requirement is not applicable.

L. Describe any debarment or suspension actions taken against supplier To the best of our knowledge and belief, AWS is not currently debarred or suspended from doing business with any US entities.

10.1.2.2. Distribution and Logistics
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

B. Describe how supplier proposes to distribute the products/service nationwide.

Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

Launch and distribution of the solution is dependent on the deployment option selected. For our most popular option, SaaS, customers can use the Amazon EC2 console to choose Region and instance type to launch or use or “1-click” launch. For software products, the seller chooses which AWS Regions to make their software available in, as well as the instance types. 1-click City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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launch helps customers launch quickly with recommended default options such as security groups and instance types. With 1-click launch, customers can also see an estimated monthly bill.

Customers can use AWS Cost Explorer to monitor and analyze costs and usage for data up to the last 12 months.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

Customers can meet their software procurement needs with custom terms, volume pricing, and flexible payment options negotiated privately with their preferred ISV or consulting partner.

E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

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For software products, the seller chooses which AWS Regions to make their software available in, as well as the instance types. AWS encourages sellers to make products available in all available Regions and on all instance types that make sense. As mentioned in Response B of Section 10.1.2.2, AWS Marketplace website is available in 24 Regions worldwide and all seven North American Regions, including our two AWS GovCloud Regions.

10.1.2.3. Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days
In the first 10 business days from award, AWS executive leadership will distribute internal communication via email announcing the award and describing upcoming training materials.

The audience for this communication will be our relevant sales teams—including teams covering state and local government, education, and non-profits—and the teams covering the ISVs selling to these customers—EdTechs and GovTechs.
ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days In the first 30 days, the OMNIA primary point of contact will conduct a live sales kick-off training that will be recorded. Executive sales leadership will make an introduction. During the live kickoff, all elements of Response F will be addressed, as well as:
• How to set up an AWS account
• Credits available to OMNIA AWS customers
• How to check if a prospective customer is already an OMNIA member • Talk track on OMNIA’s scope and benefits.

From days 30 through 60, business development managers will attend each individual sales team meeting to refresh knowledge from the kick-off training and answer questions about OMNIA.

B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
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ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days
iii. Design, publication and distribution of co-branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum. in an area reserved by OMNIA Partners for partner suppliers. Booth space Version October 19, 2021 will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term
viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal • Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page;
• A dedicated toll-free number and email address for OMNIA Partners AWS recognizes the value of a coordinated marketing effort with OMNIA Partners. We are committed to continued dialogue with OMNIA Partners to plan and help drive customer awareness of the award. Any items that AWS cannot comply with are noted in Section 8. Within 90 days of award, AWS aims to:
• Review our tentative 2023 calendar of national, regional, and supplier-specific trade shows, conferences, and meetings with OMNIA Partners. While we expect to identify events of mutual interest, creation of a complete list of events may exceed ninety days depending on team-specific planning guidelines. At the agreed upon events, AWS to promote the agreement through marketing collateral distributed at the event. Examples of events we have attended in the past include:
o National Association of Counties (NACo) Annual Conference o EDUCAUSE Annual Conference for Higher Education
o E.Repbulic/Government Technology Digital Government Summits for State and Local Government
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o National Association of State Chief Information Officers (NASCIO) Annual Conference
o Consortium for School Networking (CoSN) Annual Conference for K-12 Education • Host a webinar on modernizing software procurement featuring speakers from AWS and OMNIA Partners. If AWS is unable to conduct a webinar in the first 90 days, we commit to having the abstract complete, AWS speakers onboard, and a target date planned during the first 90 days. The webinar will be recorded and available on demand for continuous consumption and promotion.
• Publish a blog post (for example, on the AWS Public Sector Blog) announcing the Master Agreement and explaining "Why OMNIA Partners and AWS" with newsletter and social promotion.
• Review OMNIA’s press release of the Master Agreement details and contact information.

OMNIA will provide the initial draft, and the AWS Public Relations team will review, provide edits, and approve for distribution.
• Create a dedicated OMNIA Partners page on an AWS website with OMNIA Partners standard logo; copy of original Request for Proposal; copy of Master Agreement and amendments between Principal, procurement agency, and supplier; summary of products and pricing; marketing materials; electronic link to OMNIA Partners’ website including the online registration page; and a dedicated toll-free number and email address for OMNIA Partners.
• Plan to produce additional co-branded sales materials. AWS cannot guarantee completion of all materials within the first 90 days but will begin planning all such materials during this timeframe. Co-branded sales materials include:
o A customer-facing contract website detailing how to use the contract. o An AWS Marketplace hosted landing page with featured software vendors. See Figure 19 for a sample landing page.
o A “Why OMNIA and AWS” one-pager. This collateral will demonstrate the benefits of the agreement. It will be used by AWS public sector field sales and business development teams.
o A co-branded customer-facing first call deck. This will be available for use by AWS public sector field sales and business development teams for use, as well as OMNIA business development teams.

C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners.

Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

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A list of current cooperative contracts available via APN Partners is provided on the following site: https://aws.amazon.com/contract-center/state-local-edu-contracts/.

AWS acknowledges that use of the OMNIA Partners logo will require permission for reproduction.

Within 90 days of award, AWS Sales will initiate an internal approval request for third-party usage of the AWS logo and provide OMNIA Partners with a Limited Logo Usage Agreement for execution.

F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts AWS will provide sales training material. We will comply with the items requested in Response F. We will provide training in live and recorded formats, as well as through an internal resource hub. Our internal resource hub will contain comprehensive material covering key features of the Master Agreement, the solicitation process, public agency types that can use the OMNIA Master Agreement, and overall benefits of cooperative contracts. Please see Response A for more details.

G. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
ii. Marketing

1. Customers create an AWS account. This can be accomplished through the process described above. AWS also offers direct account manager support to help customers with this step.

AWS Contract Management will also collaborate with AWS Marketing to create an AWS-hosted OMNIA contract webpage featuring the Master Agreement (please see Response A of Section

10.1.2.3 for details). Finally, AWS Contract Management will create a customer onboarding document with detailed instructions for OMNIA members to open or transfer AWS accounts under the OMNIA terms of the Master Agreement.

J. State the amount of Supplier’s Public Agency sales for the previous fiscal year.

Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

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K. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

AWS standard invoices, as shown in Figure 20, provide a breakdown of all services used, account ID used, ordering period, customer name, and customer address. Customers can provide payment through EFT or check.

Version October 19, 2021
$_______.00 in year one
$_______.00 in year two
$_______.00 in year three
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Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

AWS cannot guarantee Contract Sales and we will not publicly report any kind of financial projection at this level.

We cannot make commitments in Response M, other than carefully considering each unique solicitation and responding (or not) accordingly. In AWS Marketplace, software vendors control how their products are priced, not AWS. Please see Section 4.5 for details on the pricing structures available in AWS Marketplace.
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11. Attachment B-Price Proposal
In addition to the com letion of Attachment B,
us omers are on y c arge or pro uc s
pure ase rom se ers via r e p ace. e lers, such as ISVs that list software within AWS Marketplace, define the pricing for their product and service listings. Sellers can offer discounts via a Private Offer (described in Section 1.1 ). When a customer accepts a Private Offer from an AWS Marketplace seller or subscribes to a listing via AWS Marketplace selfservice, the charge becomes part of their AWS bill. After the customer pays AWS, AWS Marketplace pays the seller.
■ CC-+------- 1111 - - ------------
There are some AWS Marketplace listings that require the purchase of AWS infrastructure services to deploy the software in the customer's account. AWS offers the City of Rochester Hills and OMNIA Partners members all AWS services, which include more than 200 global cloud-based products, including compute, storage, databases, analytics, networking, mobile, developer tools, management tools, loT, security and enterprise applications. These services help organizations move faster, lower IT costs, and scale. Please review the full list of services and their respective pricing at aws.amazon.com/pricing. Figure 21 illustrates the breadth and depth of AWS Cloud services.

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Figure 21. High-Level View of AWS Cloud Solutions.

We offer “pay-as-you-go” pricing for AWS Cloud services. This means customers pay only for the individual services they use when they use them, without requiring long-term contracts or complex licensing. AWS pricing is based on a consumption-based model, similar to how customers pay for utilities like water and electricity. Customers pay for the services they consume and when they stop using them, there are no additional costs or termination fees.

In addition to our pay-as-you-go pricing model, customers can also take advantage of the following:
• Pay Less When You Reserve: For certain AWS products, customers can pay a low upfront fee to receive a discount. This results in overall savings of up to 75% (depending on the type of instance reserved) over equivalent on-demand capacity.

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• Pay Less per Unit by Using More: AWS pricing is tiered for storage and data transfer—the more customers use, the less they pay per gigabyte. • Pay Less as AWS Grows: Through innovation and economies of scale, we continue to reduce our data center hardware costs, improve our operational efficiencies, and lower our power consumption. This lowers costs, which we pass on to customers with price reductions. We have reduced prices for AWS Services 115 times since AWS launched in 2006.

For more information about pricing at AWS, see AWS Pricing. More tools and resources are provided on our Pricing Resources page.

DocuSign Envelope ID: 821 EC907-A131-44FE-9DE7-6B3F5FD0CC86 CC 0TH 00109829 2023 TR

ATTACHMENT A
OMNIA®

P A R T N E R S
Requirements for National Cooperative Contract To Be Administered by OMNIA Partners The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier's review and response.

Exhibit A- Response for National Cooperative Contract
Exhibit G-New Jersey Business Compliance
(For documents with exceptions, AWS will work directly with member agency to meet their individual requirements) Version April 12, 2022
Exhibit H - Advertising Compliance Requirement
Exhibit A
Response for National Cooperative Contract

1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners.

1.1 Requirement
The City of Rochester Hills, MI (hereinafter defined and referred to as "Principal Procurement Agency"), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Pminers, Public Sector ("OMNIA Pminers"), is requesting proposals for Software Marketplace including Cloud Solutions. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal ("Master Agreement") be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Pminers as a Participating Public Agency in OMNIA Pminers' cooperative purchasing program.

Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The te1ms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners.

All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Pmticipating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state.

This Exhibit A defines the expectations for qualifying Supplier. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners.

These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies.

1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Pmtners intends to provide marketing, sales, paitnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis.

OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support.

The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include:

A. Marketing collateral (print, electronic, email, presentations) B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include:

A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams
The OMNIA Paiiners contracting teams will work in conjunction ,.vith Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:

A. Training sessions for Public Agency teams
B. Training sessions for Supplier teams
C. Regular business reviews to monitor program success
D. General contract administration

1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $500 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Paiiners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners.

1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners' option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Paiiners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Paiiicipating Public Agency.

Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency's purchase and not a modification of the Master Agreement applicable to all Paiiicipating Agencies. Participating Agencies may request to enter into a separate supplemental agreement ("Supplemental Agreement"). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Paiiicipating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).

All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Paiiicipating Agencies' purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired.

1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners' cooperative program:

A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Paiiicipating Public Agencies; B. Establish the Master Agreement as one of the Supplier's go to market strategies to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier's need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.

2.0 REPRESENTATIONS AND COVENANTS
As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.

2.1 Corporate Commitment
Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier's executive management, (2) the Master Agreement is one of the Supplier's "go to market" strategies for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, as set forth in A WS' response to Exhibit A (A WS proposal section reference 5 .2.3 and 10.1.2.3) , and ( 4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.

2.2 Pricing Commitment
Pricing offered under this agreement is public listed current pricing at https :/ laws.amazon.com/pricing.

2.3 Sales Commitment
Supplier commits to market the Master Agreement as and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement.

3.0 SUPPLIER RESPONSE
Supplier must supply the following information for the Principal Procurement Agency to dete1mine Supplier's qualifications to extend the resulting Master Agreement to Paiiicipating Public Agencies through OMNIA Partners.

3.1 Company
A. Brief history and description of Supplier to include experience providing similar products and services.

B. Total number and location of salespersons employed by Supplier.

C. Number and location of support centers (if applicable) and location of corporate office.

D. Annual sales for the three previous fiscal years.
a. Submit FEIN and Dunn & Bradstreet report.

E. Describe any green or environmental initiatives or policies.

F. Describe any diversity programs or pa1iners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement.

Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their ce1iifications.

G. Indicate if supplier holds any of the below ce1tifications in any classified areas and include proof of such certification in the response:
a. Minority Women Business Enterprise
Yes No
If yes, list certifying agency: _______________ _
b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE)
D Yes No
If yes, list ce1iifying agency: _______________ _
c. Historically Underutilized Business (HUB)
Yes No
If yes, list ce1iifying agency: _______________ _
d. Historically Underutilized Business Zone Enterprise (HUBZone) D Yes No
If yes, list certifying agency: _______________ _
e. Other recognized diversity ce1iificate holder
Yes No
If yes, list certifying agency: _______________ _
H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards.

If any, list which ce1tifications subcontractors hold and certifying agency.

I. Describe how supplier differentiates itself from its competitors.

J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable;
b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

L. Describe any debarment or suspension actions taken against supplier

3.2 Distribution, Logistics
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

B. Describe how supplier proposes to distribute the products/service nationwide.

Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

E. Provide the number, size and location of Supplier's distribution facilities, warehouses and retail network as applicable.

3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to implement the Master Agreement as one of supplier's go to market strategies for Public Agencies to supplier's teams, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as a public sector go-to-market strategy within first 10 days

11. Training and education of Supplier's U.S. state and local government and education sales force with pa1iicipation from the Supplier's executive leadership, along with the OMNIA Paiiners team within first 90 days B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:

1. Announcement, Master Agreement details and contact information published on the Supplier's website within first 90 days

11. Upon mutual agreement, design, submission and distribution of co-branded marketing materials within first 90 days
iii. Commitment to attendance and paiiicipation with OMNIA Pminers at national e.g., NIGP Annual Forum, etc.), regional e.g., Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplierspecific trade shows, conferences and meetings throughout the term of the Master Agreement
1v. Commitment to attend, exhibit and paiiicipate at the NIGP Annual Forum in an area reserved by OMNIA Pminers for pminer suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as mutually agreed.
v. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement. Supplier reserves the right to select publications based on existing relationships and sponsorships.
v1. Ongoing marketing and promotion of the Master Agreement throughout its term ( case studies, collateral pieces, presentations, promotions, etc.) vii. Dedicated OMNIA Partners page on Supplier's website with:
• OMNIA Pminers standard logo;
• Summary of Products and links to public pricing lists on Supplier's website;
• Marketing Materials
• Electronic link to OMNIA Paiiners' website including the online registration page;
• A dedicated email address for OMNIA Partners
• Purchase order and invoicing instructions
C. Describe how the Master Agreement will be positioned among the other cooperative agreements.

D. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

E. . At a minimum, the Supplier's sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency

11. No cost to participate
111. Non-exclusive
F. Confirm Supplier will train its U.S. state and local government and education sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement

11. Working knowledge of the solicitation process
m. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts G. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support

11. Marketing
lll. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
VII. Contracts
H. Describe in detail how Supplier's national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

I. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Paiticipating Public Agency account setup, timely contract administration, etc.

J. Describe Supplier's information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

Detail Supplier's strategies under these options when responding to a solicitation. aws City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026

5. Supplier Information
In this section we provide answers to the Supplier Qualifications and Supplier Information questionnaires presented in Attachment A-Exhibit A of the request.

5.2. Supplier Information (Ref. Attachment A, Section 3.0) In the following section, AWS provides the requested supplier information.

5.2.1. Company
A. Brief history and description of Supplier to include experience providing similar products and services.

Amazon has a long history of using a decentralized IT infrastructure. This has enabled our development teams to access compute and storage resources on demand, and it has increased overall productivity and agility. By 2005, Amazon had spent over a decade and millions of dollars building and managing the large-scale, reliable, and efficient IT infrastructure that powers one of the world's largest online retail platforms. Amazon launched AWS so that other Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document September 7, 2022 39
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organizations could benefit from Amazon's experience and investment in running a large-scale, distributed, transactional IT infrastructure. AWS has been operating since 2006 and now serves millions of active customers every month worldwide.

Forrester, a leading industry analyst firm, named AWS Marketplace as a leader in Saas cloud marketplaces in their Forrester New Wave TM: Marketplaces for Saas Sourcing, Q1 2022 report. Forrester rated AWS Marketplace as differentiated in buyer interface, contract terms, artificial intelligence and automation, roadmap, and go-to market approach. The report states that AWS Marketplace is "well suited to procurement and IT" and "provides advanced features relevant for procurement in areas such as contracting." In 2012, AWS introduced AWS Marketplace, becoming the first CSP to offer an online store with products curated for the cloud. By 2014, we already had more than 500 listings from categoryleading sellers such as Cisco, Palo Alto Networks, Trend Micro, and F5. In response to what they told us they wanted, we launched the first cloud infrastructure marketplace to offer annual subscriptions. This enables customers to get a discount on the hourly rate of metered third-party software by committing to a year of usage.

In 2017, we worked with Splunk and other customers to become the first cloud infrastructure marketplace to launch Private Offers, which enabled customers to pay a privately negotiated rate with sellers as they migrated those relationships to AWS.

Then, customers told us they often negotiate their contracts with resellers, distributors, and managed service providers. So, in 2018, we were the first cloud infrastructure marketplace to launch CPPO, described in Question 1.1. CPPO enables customers to transact using the channel partner of their choice. We now work with more than a thousand channel partners including Presidio, SHI, Rackspace, and GuidePoint Security.

Today, more than 325,000 customers use AWS Marketplace to find, buy, deploy, and govern more than 12,000 listings from more than 2,000 sellers.

B. Total number and location of salespersons employed by Supplier.

Amazon does not disclose AWS-specific employment statistics. According to the Amazon 2022 Q2 Quarterly Report, Amazon employed approximately 1,523,000 full-time and part-time employees as of June 30, 2022. Note that employment levels fluctuate due to seasonal factors affecting our business. AWS has state and local government, education, and nonprofit organization sales coverage across the United States.

C. Number and location of support centers (if applicable) and location of corporate office.

AWS's corporate office is located at 410 Terry Avenue North Seattle, WA 98109-5210. As related to customer support for this contract and referenced previously in Question 1.15, the AWS Marketplace Help page addresses the most common questions we receive from customers and our AWS Marketplace Resources Hub includes more in-depth categorized content. Customers can also directly contact their AWS account manager for assistance. We offer numerous options to connect directly with AWS support through our website at aws.amazon.com/contact-us.

D. Annual sales for the three previous fiscal years.

Annual sales for AWS (in millions):
• Fiscal Year 2019: $35,026
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• Fiscal Year 2020: $45,370
• Fiscal Year 2021: $62,202.

Please refer to https://ir.aboutamazon.com/quarterly-results for more information on AWS revenue.
a. Submit FEIN and Dun & Bradstreet report.

Our FEIN is 204938068. Our Dun & Bradstreet number is 965048981. Please see Appendix B for AWS's Dun & Bradstreet report.

E. Describe any green or environmental initiatives or policies AWS is committed to running our business in the most environmentally friendly way possible and achieving 100% renewable energy usage for our global infrastructure. A study by 451 Research found that AWS infrastructure is 3.6 times more energy efficient than the median of surveyed enterprise data centers. More than two thirds of this advantage is attributable to running more energy efficient servers and higher server utilization-the latter a product of AWS's unique scale. AWS data centers are also more energy efficient than enterprise sites because of comprehensive efficiency programs that touch every facet of our facilities. For instance, when 451 Research factored in the carbon intensity of consumed electricity and renewable energy purchases (which reduce associated carbon emissions), they found that AWS performs the same task with an 88% lower carbon footprint.

By using the Customer Carbon Footprint Tool-a new AWS calculator for carbon footprint-customers can calculate the environmental impact of their AWS workloads. This tool uses easy-to-understand data visualizations to provide customers with their historical carbon emissions, evaluate emission trends as their use of AWS evolves, approximate the estimated carbon emissions they have avoided by using AWS instead of an on-premises data center, and review forecasted emissions based on current use.

The forecasted emissions are based on current usage, and show how a customer's carbon footprint will change as Amazon stays on path to powering its operations with 100% renewable energy by 2025, five years ahead of its original target of 2030, and drives toward net zero carbon by 2040 as part of The Climate Pledge.

In addition to the environmental benefits inherently associated with running applications in the cloud, Amazon is committed to powering our operations with 100% renewable energy by 2025, five years ahead of the original target. In 2020, Amazon became the world's largest corporate purchaser of renewable energy, reaching 65% renewable energy across our business.

Our push to use more renewable energy is one step on our path to net zero carbon by 2040 as part of Amazon's commitment to The Climate Pledge_. To achieve this sustainability goals, Amazon focuses on four complementary areas:
• Increasing energy efficiency in facilities and equipment • Continuous innovation in data centers
• Advocacy at the global, federal, and state levels to create a favorabie environment for renewable energy
• Working with various power providers around the world to increase the availability of renewable energy.

To learn more about AWS renewable energy projects across the globe and AWS sustainability practices across Amazon, see the following resources:

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• Amazon Around the Globe: View an interactive map and other resources to see Amazon's sustainability efforts happening all around the globe. • Sustainability in the Cloud: Learn how AWS is working to achieve Amazon's goal of 100% renewable energy.
• Amazon Sustainability: Learn about our ongoing efforts to fulfill our commitment to sustainability.

Supporting supplier diversity is a fundamental part of the work of Amazon-AWS's parent company-and an extension of Amazon's customer-centric culture. As a leading retailer, Amazon invests in the success of small- and medium-sized businesses (SMBs) by providing them with logistics services and technology support to thrive in the Amazon.com marketplace.

Amazon has contributed tens of billions in infrastructure and built hundreds of tools to help SMBs and Minority- and Women- Owned Business Enterprises (MWBEs) succeed, including data analytics that help independent sellers to better understand and reach customers. From 2019 to 2020, Amazon invested more than $30 billion in logistics, tools, services, and programs to foster the growth of SMB sellers. Amazon's 2020 Small and Medium Sized Business Impact Report summarizes how Amazon has helped a diverse pool of SMB sellers succeed.

AWS builds on Amazon's commitment to SMBs and MWBEs by helping hundreds of thousands of SMBs, startups, and partners launch and scale their businesses. SMBs today are adopting cloud-based working models and shifting to flexible IT platforms. This enables them to respond faster to customer needs and proactively improve products and services--all while reducing costs and freeing up resources for critical projects.

G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
a. Minority Women Business Enterprise
Ye@
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If yes, list certifying agency: _______________ _
b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Ye@
If yes, list certifying agency: _______________ _
c. Historically Underutilized Business (HUB)
Ye~
If yes, list certifying agency: _______________ _
d. Historically Underutilized Business Zone Enterprise (HUBZone) Ye@
If yes, list certifying agency: _______________ _
e. Other recognized diversity certificate holder
Ye@
If yes, list certifying agency: _______________ _
No certifications held.

AWS might decide to use subcontractors to meet some of its contractual obligations under the Agreement (for example, using subcontractors to provide certain services, such as support services, on AWS's behalf). If AWS decides to use a subcontractor, AWS will enter into an agreement with the subcontractor on terms that AWS considers appropriate in light of the subcontractor's role and duties.

I. Describe how supplier differentiates itself from its competitors.

AWS Marketplace makes it easy to find, test, buy, deploy, and manage third-party software that runs on AWS. AWS Marketplace helps you find the software and associated professional services you need to innovate all in one place, simplifying procurement. You can discover complete business solutions and curated service offerings from ISVs and consulting partners, and select payment options and contract terms that fit your needs. All charges are simplified onto your AWS bill. AWS Marketplace simplifies software licensing and procurement processes due to its flexible pricing options and multiple deployment methods. Customers can select commercial software ·from well-known vendors, as well as many widely used open source offerings. Procurement professionals can leverage AWS Marketplace to accelerate innovation and enable cloud users to rapidly and securely deploy solutions, while reducing TCO and improving operational oversight.

According to The Total Economic Impact of Using AWS Marketplace (an AWS-commissioned study by Forrester Consulting), customers who procure solutions via AWS Marketplace can benefit from:
• Up to a 75% reduction in onboarding effort for new vendors • 66% time savings due to procurement efficiency
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• Up to a 10% reduction in licensing costs.

AWS Marketplace can help public sector customers drive efficiency throughout the procurement process, save on licensing fees by transitioning to more flexible licensing models, and vet and onboard new vendors with less effort than traditional practices.

The Forrester New Wave: Marketplaces for Saas Sourcing report names AWS Marketplace as a leader in Saas cloud marketplaces. The report reveals findings from Forrestar's evaluation of marketplaces for Saas sourcing and evaluates the 9 most significant providers across 1 O criteria and where they stand in relation to one another. Vendors are scored as differentiated, on par, needs improvement, or no capability across the criteria.

Forrester rated AWS Marketplace as differentiated in buyer interface, contract terms, artificial intelligence and automation, roadmap, and market approach. The report states that AWS Marketplace is "well suited to procurement and IT" and "provides advanced features relevant for procurement in areas such as contracting." Forrester states that AWS "has invested significantly in its marketplace and continues to push the envelope in areas like standard contract terms; custom contract negotiation in its marketplace; and integration with leading procurement tools, such as Coupa. AWS has broken new ground in areas that procurement cares about and offers a new way to streamline Saas buying and thereby increase efficiency while lowering risk." J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

AWS is a multi-national company. Providing a substantive response to this question poses a significant burden. AWS can work with the City and OMNIA Partners to narrow the scope of this request if needed.

K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

AWS is a subsidiary of a publicly held corporation and this reporting requirement is not applicable.

L. Describe any debarment or suspension actions taken against supplier To the best of our knowledge and belief, AWS is not currently debarred or suspended from doing business with any US entities.

5.2.2. Distribution and Logistics
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

Please refer to Section 4.2 for a detailed overview of our approach to the Scope of Services, and a description of the full line of products and services offered through AWS Marketplace. At a high level, AWS offers comprehensive cloud services infrastructure with compute power, storage, content delivery, and other functionality that organizations can use to deploy Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document September 7, 2022 44
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applications and services cost effectively. AWS Marketplace augments and extends the AWS Cloud through third-party solutions.

We consider all AWS services, including those that will be added or removed over the term of the agreement, to be in scope of our response. AWS has more than 200 fully featured services, including compute, storage, databases, networking, analytics, robotics, machine learning and Al, loT, mobile, security, hybrid, VR, AR, media, application development, deployment, management, and rnuch more.

8. Describe how supplier proposes to distribute the products/service nationwide.

Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

Nationwide distribution of the products and services outlined in this proposal will occur through AWS Marketplace. Solutions in AWS Marketplace offer multiple deployment options including Amazon Machine Image (AMI), Saas, containers, Amazon SageMaker, and CloudFormation.

Customers can choose to purchase directly through AWS Marketplace's self-service option or via Private Offers, either directly with the ISV or through a consulting partner. To simplify procurement further, AWS Marketplace offers end-to-end transactability for public listingscustomers do not need to visit the ISV's website to complete transactions.

Launch and distribution of the solution is dependent on the deployment option selected. For our most popular option, Saas, customers can use the Amazon EC2 console to choose Region and instance type to launch or use or "1-click" launch. For software products, the seller chooses which AWS Regions to make their software available in, as well as the instance types. 1-click launch helps customers launch quickly with recommended default options such as security groups and instance types. With 1-click launch, customers can also see an estimated monthly bill.

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Customers can use AWS Cost Explorer to monitor and analyze costs and usage for data up to the last 12 months.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

With AWS Marketplace purchases, the supplier of the product listed is the seller of record in AWS Marketplace transactions. Each seller's name is detailed on the invoice to assist in verification. AWS Marketplace provides an automated way for ISVs and Channel Partners to sell to customers. When the seller submits a product in AWS Marketplace, they define the price of the product, and the terms and conditions of use. When a customer purchases from the seller, they are agreeing to the pricing and terms and conditions set for the offer by the seller, which can be directly negotiated via a Private Offer and Consulting Partner Private Offers.

Customers can meet their sofut.tare procurement needs with custom terms, volume pricing, and flexible payment options negotiated privately with their preferred ISV or consulting partner.

E. Provide the number, size and location of Supplier's distribution facilities, warehouses and retail network as applicable.

5.2.3. Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier's primary go to market strategy for Public Agencies to supplier's teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days
In the first 10 business days from award, AWS executive leadership will distribute internal communication via email announcing the award and describing upcoming training materials.

The audience for this communication will be our relevant sales teams-including teams covering state and local government, education, and non-profits-and the teams covering the ISVs selling to these customers-EdTechs and GovTechs.

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ii. Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners team within first 90 days In the first 30 days, the OMNIA primary point of contact will conduct a live sales kick-off training that will be recorded. Executive sales leadership will make an introduction. During the live kickoff, all elements of Response F will be addressed, as well as:
• How to set up an AWS account
• Credits available to OMNIA AWS customers
• How to check if a prospective customer is already an OMNIA member • Talk track on OMNIA's scope and benefits.

From days 30 through 60, business development managers will attend each individual sales team meeting to refresh knowledge from the kick-off training and answer questions about OMNIA.

8. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier's website within first 90 days
iii. Design, publication and distribution of co-branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum. in an area reserved by OMNIA Partners for partner suppliers. Booth space Version October 19, 2021 will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term
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viii. Dedicated OMNIA Partners internet web-based homepage on Supplier's website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal • Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners' website including the online registration page;
• A dedicated toll-free number and email address for OMNIA Partners AWS recognizes the value of a coordinated marketing effort with OMNIA Partners. We are committed to continued dialogue with OMNIA Partners to plan and help drive customer awareness of the award. Any items that AWS cannot comply with are noted in Section 8. Within 90 days of award, AWS aims to:
• Review our tentative 2023 calendar of national, regional, and supplier-specific trade shows, conferences, and meetings with OMNIA Partners. While we expect to identify events of mutual interest, creation of a complete list of events may exceed ninety days depending on team-specific planning guidelines. At the agreed upon events, AWS to promote the agreement through marketing collateral distributed at the event. Examples of events we have attended in the past include:
o National Association of Counties (NACo) Annual Conference o EDUCAUSE Annual Conference for Higher Education
o E.Repbulic/Government Technology Digital Government Summits for State and Local Government
o National Association of State Chief Information Officers (NASCIO) Annual Conference
o Consortium for School Networking (CoSN) Annual Conference for K-12 Education • Host a webinar on modernizing software procurement featuring speakers from AWS and OMNIA Partners. If AWS is unable to conduct a webinar in the first 90 days, we commit to having the abstract complete, AWS speakers onboard, and a target date planned during the first 90 days. The webinar will be recorded and available on demand for continuous consumption and promotion.
• Publish a blog post (for example, on the AWS Public Sector Blog) announcing the Master Agreement and explaining "Why OMNIA Partners and AWS" with newsletter and social promotion.
• Review OMNIA's press release of the Master Agreement details and contact information.

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• Plan to produce additional co-branded sales materials. AWS cannot guarantee completion of all materials within the first 90 days but will begin planning all such materials during this timeframe. Co-branded sales materials include:
o A customer-facing contract website detailing how to use the contract. o An AWS Marketplace hosted landing page with featured software vendors. See Figure 17 for a sample landing page.
o A "Why OMNIA and AWS" one-pager. This collateral will demonstrate the benefits of the agreement. It will be used by AWS public sector field sales and business development teams.
o A co-branded customer-facing first call deck. This will be available for use by AWS public sector field sales and business development teams for use, as well as OMNIA business development teams.

Discover solutions that give governments the tools to act quickly State and Local governments need innovative, sernre way:, to dehver services and enable tele\•.,-ork, especially in times of emergency. AWS Marketplace is a curated digital catalog that enables qulck deployment of solutions for employees, contractors, constituents, and call center agents on AWS so governments can find resources to navigate ri!pldly changing situations.

Figure 17. Sample AWS Marketplace Hosted Landing Page.

Beyond the first 90 days, AWS will promote the agreement through expanded marketing efforts, such as:
• AWS to promote OMNIA Partners-hosted events with public sector sales personnel who wish to attend OMNIA Partners-hosted events tailored specifically to information technology suppliers each year the Master Agreement is in effect. • AWS to design and distribute national and regional advertising in trade publications throughout the term of the Master Agreement. AWS reserves the right to select publications based on existing relationships and sponsorships. • AWS to attend and participate as an exhibitor in the NIGP Annual Forum. • AWS to incorporate OMNIA Partners into AWS Marketplace webinars focused on the public sector audience.
o AWS to work with OMNIA Partners on nominating a joint speaking engagement session based on the list of mutual public sector events.
• AWS to plan blog posts featuring customer success stories for shared customers.

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C. Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners.

Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

Customer usage of this contract or any other managed contracts held by AWS or our AWS partners is entirely the customer's decision. AWS does not dictate which cooperative agreement its customers use.

A list of current cooperative contracts available via APN Partners is provided on the following site: https://aws.amazon.com/contract-center/state-local-edu-contracts/.

AWS acknowledges that use of the OMNIA Partners logo will require permission for reproduction.

Within 90 days of award, AWS Sales will initiate an internal approval request for third-party usage of the AWS logo and provide OMNIA Partners with a Limited Logo Usage Agreement for execution.

E. Confirm Supplier will be proactive in direct sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier's sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
AWS will create an OMNIA customer onboarding document, a customer-facing website, a customer-facing first call deck, and a one-page leave behind. Please see Response A for details. Where possible, we will comply with items requested in Response E. However, we cannot agree to: ii. Best government pricing.

F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
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iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts AWS will provide sales training material. We will comply with the items requested in Response F. We will provide training in live and recorded formats, as well as through an internal resource hub. Our internal resource hub will contain comprehensive material covering key features of the Master Agreement, the solicitation process, public agency types that can use the OMNIA Master Agreement, and overall benefits of cooperative contracts. Please see Response A for more details.

G. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
ii. Marketing
iii. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
vii. Contracts
One of AWS's core values is hiring, recognizing, and developing exceptional talent. We have hand selected leaders to provide an exceptional experience for OMNIA members at every level.

Table 6 provides a brief professional biography for key personnel. To protect employee privacy, AWS does not provide employee emails and phone numbers in proposals.

Na�e · · ·, · ·. · ·
,. ,, . � . . .
. . ·� ., . . . . . Profes.sio.nal Biography
..., .
. .

Executive Support and Sales
Lead
Marketing
:

Sales Support
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Financial Reporting and
Contracts
· Accounts Payable
. ., : . . .. '
,
H. Describe in detail how Supplier's national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

Like everything at AWS, we start with the customer and work backwards from the core customer needs. The structure we describe here is peculiar to state and local government, and education customer segments.

I. Explain in detail how the sales teams will work
with the OMNIA Partners team to implement,
grow and service the national program.

Beyond the marketing, training, and go-to-market plans, as described in Response A, AWS small and medium
public sector sales will maintain a consistent focus on enabling customers on OMNIA. These efforts will include in-person call blitz days, cross-training with the OMNIA business development teams, account management
enablement on OMNIA, establishing lead-sharing
mechanisms, and setting up rep-to-rep meetings
between AWS sellers and their OMNIA counterparts.

I. Explain in detail how Supplier will manage the
"One of the lesser known facts about
innovative companies like Amazon
is that they are relentlessly debating,
re-defining, tinkering, iterating, and
experimenting to take the seed of a
big idea and make it into something
that resonates with customers
and meaningfully changes their
customer experience over a long
period of time."
-AndyJassy
overall national program throughout the term of the Master Agreement, including Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document September 7, 2022 52
aws City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account setup, timely contract administration, etc.

Coordination of Marketing and Sales
AWS will manage ongoing coordination of marketing and sales efforts as described in Response A of Section 5.2.3.

Account Setup
Customers using the agreement can set up an AWS account through our website, www.aws.amazon.com. From there:

1. Users select "Sign in to the Console." They will see a sign-in form, underneath which is a "Create a new AWS account" button.

2. Users select the "Create a new AWS account" button and click through. They will be prompted to provide the information and verifications required to set up an AWS account. Users should have an original email address and chosen AWS account nicknama ready. They should also be prepared to retrieve a verification code from the associated email address.

1. Customers create an AWS account. This can be accomplished through the process described above. AWS also offers direct account manager support to help customers with this step.

AWS Contract Management will also collaborate with AWS Marketing to create an AWS-hosted Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document September 7, 2022 53
aws City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
OMNIA contract webpage featuring the Master Agreement (please see Response A of Section

J. State the amount of Supplier's Public Agency sales for the previous fiscal year.

Provide a list of Supplier's top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

K. Describe Supplier's information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document September 7, 2022 54
aws City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
aws
·,, .•.••• "1
Amazon Web Services, Inc. Invoice Eml1 rxtak lousEv..o!)"CU" AV/5 oo»Jitc,tU. \t.1st~S'ffi!cnwn.'ocolz.Gt'U"'../ Invoice Summary
B"ItoAodrt>55'. n.:.;o;-_,Q 1~.:u.::.:: 7J:: 1~wc,:: nu1 t.,:.· ·,t:A. y~u· p:.1-.~rn .. \Joe3.2020
Buyer's address TOTAL AMOUNT DUE ON July 3, 2020 $
This Invoice Is for the billing period May 1 - May 31 , 2020 Grt'e'!r$ fromAm?.l:OOWi.tJ 6e(V'.(;it;$,V.'e10'tlliU".g b pl'~yc,JwttnMC>'.tX:t"C<'tO lrr.~'Ceotyau trans.?,.,."ik:OSO<'I the~YS M3ketp~. AO::lltooa.1 tntoona!foo abOOl yoor bt1. hor,to.ral swce ctta:g,e deta1s. a-,e1 'tfA:J acoou-.t ht.kry are a,-a1a~ en ua ~ A..-futy Pa~. summary
OUlg,<
Creclfts
r.u•
. Total for this Invoice
! Detail for Consolidated Bl~
Vendor Product - Vendor Name cro,g,,
VAT"
=
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CT
Vendor Product 2 - Vendor Narne 2 cro,g,,
VAT••
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•• Tl"iS J:s Mt a VAT, ST Cl GST l"Nci(:a ~00 W IIM)~ c.a., M accoss«I fr( gdog to the ei:as P3J8 O<:'I ).;)1.,,1 e11r:-.g u..amgo,mot conw~- .... ?lane re-~mce tM tax lrwotca ,ot- a tte.a.kcut 01 tM Cst'13Jan lat es tr/ type ,.. .,·,";t_;• ✓ ~~t,;i:1.i~~*
8:rl<th-n-a!V.\:lbJ'..::."9,NA
Ac.ct;.t:rt.N::ma:Alr=f>Wi:b~.&-.c:

S;rl.M:I.=:
.l.."OUQ"l!g:m,:,.yS~
~F~-ci-.-Q)C.\~te,J
~k.,.».rt.~
IJ!AP.ctr.t",g~
'ffn
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~.l~~tr.:.

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~='°S.:-. WA.Ml:N-6,1.2:.\,US
Figure 18. Sample Invoice.
s
s
$
lOS/u\\\lS 2022
L. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales").

Version October 19, 2021
$ ___ .00 in year one
$ .00 in year two
$ .00 in year three
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document September 7, 2022 55
aws City of Rochester Hills, Michigan-Software Marketplace Including Cloud Solutions RFP-RH-22-026
AWS cannot guarantee Contract Sales and we will not publicly report any kind of financial projection at this level.

We cannot make commitments in Response M, other than carefully considering each unique solicitation and responding (or not) accordingly. In AWS Marketplace, software vendors control how their products are priced, not AWS. Please see Section 4.5 for details on the pricing structures available in AWS Marketplace.
--------------
Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document September 7, 2022 56
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FDOCC86 CC 0TH 00109829 2023 TR Exhibit G
New Jersey Business Compliance

NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror's response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners' ability to promote the Master Agreement in the State of New Jersey.

DOC#l
DOC#2
DOC#3
Ownership Disclosure Form
Non-Collusion Affidavit
Affirmative Action Affidavit
+-D~O-C~'.-#-4---Potttical Contribution Disclonure Form DOC#5
DOC#6
DOC#7
DOC#8
DOC#9
Stockholder Disclosure Certification
Certification of Non-Involvement in Prohibited Activities in Iran New Jersey Business Registration Certificate
EEO AA Evidence
MacBride Principals Form
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
• all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; " Preva-iltng \Vagc Act, N.J.S.i\. 34: l l 56.26, for all contracts wi-ili--i-fr#IB-CoHtcmplation of theAE*. ' ~ P:.!blic \X/orlrn Contractor Registration Act, N.J.S.A. 34: 11 56.26; ana ~-effeffB-aRce Security, -a&-Feqt:1:ired by the applicable municipal or state statute-&:

Version April 12, 2022
DocuSign Envelope ID: 821 EC907-A 131-44FE-9DE7-6B3F5FD0CC86 CC 0TH 00109829 2023 TR DOC#l

STATEMENT OF OWNERSHIP DISCLOSURE
N.J.S.A. 52:25-24.2 (P.L. 19T7, c.33, as amended by P.L. 2016, c.43) This statement shall be completed, certified to, and included with all bid and proposal submissions.

Failure to submit the required information is cause for automatic rejection of the bid or proposal.

Name of Organization: Amazon Web Services, Inc.

Organization Address: 410 Terry Avenue North, Seattle, WA, 98109 - 5210 Part I Check the box that represents the type of business organization:

D Sole Proprietorship (skip Parts II and 111, execute certification in Part IV) D Non-Profit Corporation (skip Parts II and 111, execute certification in Part IV) IXJ For-Profit Corporation (any type) □ Limited Liability Company (LLC) D Partnership D Limited Partnership D Limited Liability Partnership (LLP) D Other (be specific): ____________________ _
Part II
IEJ The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION) OR
D No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV) (Please attach additional sheets if more space is needed):

Name of Individual or Business Entity Home Address {for Individuals) or Business Address Amazon.com, Inc. 410 Terry Avenue North Seattle, WA 98109-5210 ---
Version April 12, 2022
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FDOCC86 CC 0TH 00109829 2023 TR Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS,

PARTNERS OR LLC MEMBERS LISTED IN PART II
If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed.

Website (URL) containing the last annual SEC (or foreign equivalent) filing Page#'s https://www.sec.gov/Archives/edgar/data/1018724/000119312513028520/d445434dex211.htm NIA Please list the names and addresses of each stockholder, partner or member owning a 1 O percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entities referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed.

Stockholder/Partner/Member and Corresponding Home Address (for Individuals) or Business Address Entity Listed in Part II
Amazon.com, Inc. 410 Terry Avenue North Seattle, WA 98109-5210 Part IV Certification
l,b~Ffl-tlf3on my oath, horobyl hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer-;- and that ~me-ef:.sEH-l-trae#n~OMNIA Partners is relying on the information contained herein-aoo-tl:la~~bligation from the-El-ate of this ~~E.:ompletion of any contracts ~~ng unit> to notify tho <type-ef- -<Kmfl'-a-G-tm€J-Ynit> in writing of any changes to tRe-iflfermation containc4-herein; that I am aware that it ic-acriminal offense to make a false slatemeHt-er-miBfef3fesontation in this certificatioo,and if I do so, I afl9-8oojeetto oriminal¥,-esewtion under the law ;:md that it will constitute a materk:11-afeach cf my agreement(c) with the, J3Brmitt+n~ <type of-G-SRt~it> to declare 3ny contract(s) resulting from thic certification void and- ~"
Full Name (Print): Steve Boyce Title: Authorized signatory Signature: G;::~l(, Date: March 20, 2023
Version April 12, 2022
DocuSign Envelope !D: 821 EC907-A 131-44FE-9DE7-6B3F5FD0CC86 CC 0TH 00109829 2023 TR Name ofF01m:

Statutory Reference:

Instructions Reference:

Description:

Version April 12, 2022
DOC#2

NON-COLLUSION AFFIDAVIT

STANDARD BID DOCUMENT REFERENCE
I Reference: VII-H

NON-COLLUSION AFFIDAVIT
No specific statutory reference
State Statutory Reference N.J.S.A. 52:34-15
Statutmy and Other Requirements VII-H
The Owner's use of this f01m is optional. It is used to ensure that the bidder has not participated in any collusion with any other bidder or Owner representative or othenvise taken any action in restraint of free and competitive bidding.

DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FDOCC86

NON-COLLUSION AFFIDAVIT
State of Virginia
County of Arlington ss:

CC 0TH 00109829 2023 TR
I, _____ S_t_e_v_e_B_o~y_c_e _____ residittg in _______________ _ (name of affiant) tftfiffie-ef.tnuniei~alily) in the County--ef ______________ -and State of _________ _ age, being duly sworn according to law on myoath depose and say that:
-1- am _______ D_ir_e_c_to_r ________ of the firm of Amazon Web Services, Inc. (title or position) (name of firm)
_________________ the bidder making this Proposal for the bid entitled Software Marketplace including Cloud Solution~ and that I executed the said proposal with (title ofbid proposal)
full authority to do so that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or othe1wise taken any action in restraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this . to the bc;st of ml\ knowledge illld j:,e,lief affidavit are true and conect~ana maae w1tfi mil Knowledge that the ______ _ OMNIA Partners relies upon the truth of the statements contained in said Proposal (name of contracting unit)
and in the statements contained in this affidavit in awarding the contract for the said project. to the best of my knowledge and belief
I further wanant'that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by Subscribed and sworn to
before me this day
March 20 , 2023
~t:2k
Notary public of Virginia
My Commission expires December 31. 2027
(Seal) ADRIAII STOUTE Electronic Notary Public
Commonwealth of Virginia
Registration No. 8040722
J.\y Commission Expires Dec 31, 2027
Version Aplil 12, 2022
Stev.e B~
Signature
Steve Boyce
(Type or print name of affiant under signature)
DocuSign Envelope ID: 821EC907-A131··44FE-9DE7-6B3F5FD0CC86 CC 0TH 00109829 2023 TR DOC#3

AFFIRMATIVE ACTION AFFIDAVIT
(P .L. 1975, C.127)
Company Name: Amazon Web Services, Inc.

Street: 410 Te!!Y..b-_v_e_n_u_e_N_o_rt_h ____________ _ City,State,ZipCode: Seattle, WA, 98109 - 5210
Proposal Certification:

Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met.

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal:

1. A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter);
OR

2. A photocopy of a Certificate of Employee Information Report approval, issued m accordance with N.J.A.C. 17:27-4;
OR

3. A photocopy of an Employee Information Report (F 01m AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4.
~ 0':,1er $50,-000 Total Projec~
A. No approvea--Fcderal or Ne1,v Jersey Affirmat~fi-011 Plan. '.Ve \Vill complete Report Fenn ,A,A201. A project contract fQ-ra1-mber will be assigned to your firm upon receipt of theee~ted Initia+~+Wet'k-furee-R-€-pei=t-(AA'.201) for this contrac+.- &---,1\.pproved Federal or New Jersey Plan certi~S€6
I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief
March 20, 2023 Authorized signato~
Date Authorized Signature and Title
Version April 12, 2022
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FDOCC86 DOC #3, continued
P.L. 1995, c. 127 (N.J.A.C. 17:27)

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS
During the perfo1mance of this contract, the contractor agrees as follows:

CC 0TH 00109829 2023 TR
The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestly, marital status, sex, affectional or sexual orientation. The conti·actor will take affirmative action to ensure that such applicants are recrnited and employed, and that employees are ti·eated during employment, without regard to their age, race, creed, color, national origin, ancest1y, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recmitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.

Th~-fl-R-tfa€-~MIBfe-apfi+iffiB-!~tn-al-!-f.olicitations or ad1,rertiscnieRt-ffif-€~'cer; placc<l-ey-Br--&R -eel-ra+Jc-o.fthe contractor, state that all qualified applicants will fCC·et-V-e-reB&IBeration for er1~1tt-regard to age, rnce, crced~or, natiomtl origin,--aH€c'fltf)';-l+lfP~tcus, seJ,, affeetionaJ or .;exual oriemation.

Tue contractor or subce+ltffle-ffif,Wh<'re-af)f1±-iea-ble, will s~Bf-1:l-fH-Bn---Bf---ftj1resentati>.·c ofwt~ it ha:1 n cLrlkB-t.P.:e-OOfg,.'B-Bt~ement or other con-t-ra&t-cr undern!-anding, a notice, to be provided by tbs agency ~ting officer advising the labeH.nion or worken,' rc1ll'esentative oftbe contractor's commitments t1nEler this act and sl-!a-1-l-J:,e&!-€-epie&-e+~~u:; places a-¥fl-i-la-ble to employee~; and applicants for employment.

The contractor--eHHBeentractor, where applicable, agrees te comp~-1-ations prornulgateEl by tile Treasurer 't)'\:m,uant to P.L. 1975-,-6. 127, as amendeEl anEl-~cntcEl from time to time and the i\mericans with Disabilities Act. :rhe contractor or subco1H-ffi0tOF---agree:1 to attempt in good faith to em~+HBfity anEl fuma-le--wsfke-ffi-tr-a@ consistent wtth the applicable -€-Otffit-y--ei-nployment goal i3'ft'5€f-i-13ed-ey--N.J.A.C. 17:~i=tromulgateEl by the Treasurer purnuant to P.L. I 975, C. l 27, as aG1enEled and-ffitfpl-em-ente(~ from time--IB---ti~accordance with a binding detenninatioH--B-Hfl:B applicable county employm2nt goals Elctcrmincd by the Affirmative Action Office purSllant to Nd-:-AF=-++-!---'.1-1- ..;! Pf0HIB-lgateEl by the Treasurer punuant to P.L. 1975, C.127, ~1s r.menEled and nupplemented from time to time. :rhe contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including ett~ t;, • , ~.,---universities, laber----=un-fBHS-;- that it Eloes not Eliscrtminate 011 the basis ef---age, creed, color, national origin, ancestry, marital statt:1s, oc~feetional or sexual orientation, Md that it -willdiscontinue the use--Bf.-a-ny recraitmen-t-a-geRBy-wh~e&+:1 Elirect or -i-r-i4fe.et-aiscriminatory practices.

The contractOf---B-F---wbcontractor U!,'f-eet; to revise any of it testing procedurns, if necessa1cy', to a:;sure that all personnel ~:fu1'1-tt5----W-i+h--#IB--pfitl-€tpks of job relate El testitl.g, as establ i;;he4-ey--tfle--statutes and comt dee-isions of thD---S-rate of New J erney anEl as establit,heEl by applicable Federal lmv and applicable FeEleral court-<lcciuions.

The contractor or s~ bcontraetor agrees to review all procedmes relating to th111sfer, upgraEling, Elov:ngraEling and lay off ¼-ensure that all such actiom, are le.ken without regarEl to age, creeEl, color, national origin, ancec1try, marital status, t,cx, ~w
~nnl or sexual orientation, and conform with the applicable effijl±Byment goals, consistent with the statutes andmt Jersey, and-at,p-1-i-c-ahle-Federal lav,r anEl appli::able FeElernl court decisions.

T-H-e---ee-lttffi€-ter and its nu~~-J.--:knnish such reports or other Elocumems to the Affirmt:tive Action Office as ~~13/ the office from t-ime---to time i11 order to carry ouHlw pw-pose:, of-these regulations. ar~d puhliB a--gencie:, 3hall fumit,h s:1ch information as may-be reque~ted by the Affi-fma+i-ve--Aeti-oo--Gffie-e-for conEl'c1ct-in-g--a--t'0H-1-fH-atte€ -iiwestigation pursuant to Subcliapter LO of the AElministrative CoElc (NJAC 17:27).

Signature of Procurement Agent
Version April 12, 2022
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FDOCC86 CC 0TH 00109829 2023 TR ~J POLIT«;:AL CONTIUBUTl9-N-IHSCLOSURE FORM
.pub I ie A gen ey-lrul-tRY"cHffil:S
+lti-8-J:)a-gB-provides gui-dance to ptthliB-Bgeiw-ie&-entering into eontracts v;ith business entitiBB----1:hat are required to file ~ion Di~closare forIBt.-w-i#l-tlre-R-geRBy;--l+~t-i-~~tted-tiHo&11trnetors. 'Nhat fellows are instructions on the use offorrn loc-akmits can provide to corAf&e-tors that a1'-e-l:equired to disclose politica[-€B1-rtR8tl-ttefls JWffiW~-rl-9MA 20.26 (P.L. 2005, c. 271. s.2). Add-i{to»a+--information on the---pffieess---i-s-ave.ilable in Local Finance -Notice 2006 l (htto://wv,"~ea/divisiom/dhrn/resources/lfns 200-6.htm)). Please refer-l:IB-ek to these tH-Structions for the-appFOpria.tc links,-a&-the-becal Finance Notices include-1-~~e-i~l'-B~tienal-:

1. The disclonure is required for all-€Bt1tractG in excess of $17,500 that are nat 1nvardcd fRil'SUcrnt to a "fair 011d open" j:WOOCSS (NJ.S.A. l 9:'11A 20.7).
~e-i,otential length of seme contractel.'-s1t0Hti,J-S-i-ons, the ptthl+s-ag~hould co11side~· allowing data to be ffi¼-&l-B-t!-t~eet~i:m (i.e., :;preadsheet, pdffile,-e-t&.-}--~5-i-ew.Hffilfit-be kept with the contract d~RtS or in an ap-pi:opriate computer file and be ava-i-lable for p~1blic access. The form is \ · ~ss+e-H.-+hc text nhould be amended if eleooettic-w-bt-B+!:~;i.l+HBH,e--a+lewea-,

3. The submissioR-+m1-st be received from the contraetor--awl-on file at least l0 dayn prior~flfl'Wt'7 Resolutieiit,-ef..aw.al~~cct that the disclosure-11-a&-Becn receivcd-an4-i-s on file.

4.-Th e eon tracter-n-1:,H,Hl-iwl-ef,e-~uti on s made-IB-C-a1-1&:-e-a-tC-f¼B-d-fHl:Flij-€-e m mittee G C'.OV eri n g a ',Vi de-fa~u13-!+c 11-gett€-ies,if1:el-u4i-n-.:; all publi~ agencien tl:at llffi-'€-e-lected officia-l-&-,itt4€-eounty of the public agency, stat': legBl-atwe position:,, and variow; Mate entities. The Divisiffil:-BH-0cal Government Service,1 recommends that contra~ provided a lis-t-of the affectea agencie:;. ~•ill assist contractor:, in deten+i-i-B-i-»g-411€-campaign and pol-i-ti-€a:+ ~s-ef-the-officials and candidate-tr:iffec~d-by the disclosure. a. The Division has prepared model disclosure forms for each county. Th,~~oaded from tl1<!~~ Jl.G~ns" link on-!he-P~.y- web si le at http :/,b,vww .n i . eov/dca/dwis-iens/d I gs/pro gram-sflfl~ +Hey-wi-1-l-be updated from tinttHO--ti-me-a-s-tteee&saiy:- b. A public agen::y using these forms should edit them to prnperly retleff-1:-h-l~t-le-gi&I~ t!te--f-orms are county based, they li&t-all legislative~s-ffi-Ca-€+1-€6tll1ty. Districts that de not 1:e-p~t the publi~ey-sh-Ould be removed from the lists,
c. Some confff!Bteft, may find it easi-eHe-provide a single li:;t that--€€WB-rs all contrib1:H-i-ons, regardless of the county. :i::hese-tH±emissions are appropriate and should be accepted-, 4- The form may be us~s-i-s;-subject to edits as described here-i-n-, ~~tractor lnstr:.wtion?she-ef-i-s-+n-tended to be provid~--the form. 1t i:; recomH1ended that -the lnstractio1rn and the form be printed ott-the-satB€-f!iCce of paper. The foffil-H·e-tes-thaHho Instructions are printed en-the-h-ael~-ofthe fern:; ,vhere thnt is not the case, the tellt ohoul~ f-- The form is a Word document a1IB-€iffi be edited to meet J.ecal needs, and pomea-fof-tlownload on web Gites, used M ;in e mail rctlachment, or rrovided us a printed document. -5-:--l+-i-s-fe€-0mmended that the contractor also complete a ''Stockholder Disclosure Ccrtificatio1+.-'' This will a:-.,.,JffiHlle +e€-ftl:..Bnit in its obligation to ensure that contractor did not i~ny prohibited contributions to the committees listed en the Business Enlity--I+is€-ltinure Certification in the 12 month-s-prior to the contract (Sec Local finance NBBBC ;;u:)06 7 fof-- additional information on this obligation at ~:W;ftb-gev/dca.1divisio-n-sAf!-i::s-kcsouroes/lfos 2006.html).--A-sample Certification form is part of this package u+i<l the instruction to complete it i:J-i.neluded in the Contractor Instructions. NOTE: This sectiG!Hf,-not applicable to Beard:; of Educfilieti-:

Version April 12, 2022
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FDOCC86 CC 0TH 00109829 2023 TR .QGG-#4,wnt-itrnea
~-1-P-ObITICA L CO NT.-JY-&U~LOS URE FORM
fl.l~es (contractor:;) receiving contracts from a public agency4-hat--ttP2-WG+-av.,araetl- purnuunt to a '"fair and Elfl€-JF--process (defi+ltJe-at-NJ£A. 19:'ltlA 20. 7) arc subject to the pnwttHB&rBf P.L. 2005, c. 271, s.2 (N+.£-A.:+944A20.:26).-'.f--J.1+&-l-w~ev-i~ay3 prior to the av~--€Bf!trnct, the contractor ,,hall disele;:;e~BHMBlHO':
~a-te,G0t1t1ty,eF-mllil-K-'+pa-l--c-emmi ttee of a-p~,aRJ' ., any legislaB-ve--kadernhip committee"
.., any continuing political committee (a.lea., political action comm~ -0 any cat~didatc~F;--eF--lIBl<ler of, rm clecti\'e -e~ -e--o-~uhli€--eR-t-«y--a-waR+i-ictg-4c contract
-e---0Hhat--cot1ruy-tfl-'-.v-h-i4--tltatfUblic entity is !oCflk"fi -e-s+-attet-he-r-vuhlic entity within-{hat cmmty
-e- or of a lcgisla~ive district i1~ whieh tha{--publie entity is located or, when the-public entity is a county, of atly-legislative distFiet--'NH-ieJt-i.B€.lt!des al! or part :if t~ :::i:lte--disclosure
~
must list repo1table con~Hm±t+ons to e.ny of the com11-1tHees that exceed S300 p'i!r election cycle that were months prior to award of the oontrnct. See N.J.S.A. 19MA-S and !9:4 'IA 16 fa+:--tnere--aetitH5-SB-- reporte.ble contributiefl.&
N.J.S.A. l 9: 1HA 20.:M-i-tentt2e-s--tfl&f3ruti-es-ffet1t-wh-em--Be+1-tfi.But-ions IB'c~Gt be-4iB-et0-sea-when--a-lmsiness entity is not a natural person. Thin--i-Rcl-udes-fu~tig-,
--i-nd-i~--wi-!h-~rest" owner:1hip--0r--eentrol or mefe than I 0'!<, of the-pFofils or asset:1 of a businesa ent+ty-- or l 0'% of the stock in the case of a bu:;inet,~tltc-t-tfr--a-corporation for profit " all principal;,, partnCLJ, officcrn, or directors of the bunine-s-s--e-nt+ty or their sporn,e:; ~
" any nubsidiaries directly or indirectly controlled by the businCSf'reB-tity 527 Nev,r Jersey bw;ed organi~tl-y or indirectly cont1~h~ ana--ft.litrg-it&-oo-t1tim1ing political committees, (:P,'\Cs). -\Vhen the lrnsineJs entity in a nalmal person, "a contribution by ~hat person'G spouse or child, rnuiding there¥:ith, shall be ~be a contribution by thH?d-St;1ess entity." [N.J.S.A. 19:44.'\ 20.26(etl---+h~ust be listc<l-att--t-he disclosure-:-
Any buniness entity that foil:; to comply 1,Yith the dinclosure provisionG-SH-a-~ irnpuced by ELJ;G...i-n-at, atnount to be dctertn-itted--by the Comminsion which may be--bnsed-HfOtl--the-amount that the business entity failed to repGFt-:
+he enclosed list of agenGteS-i-e provided to assist the contractor in identi-f.yi-R~gencies •.vhose elee-tea--e-ffie.i.a.l and/er cun<l-idate campaign--commiHecG are affected by the disclo:mni requirement. It is t~:uclor'u respom,ibility 1:e identify t-he--speei-f:'iB--€0ffiffiitk>-t.."-S-4e which cont-FilmtienB-Hlay-have-been made and need to be -dts€-l-ased. The disclosed ~on may eKcced the minimum requirement.

Tche enclosed ferm, a content eon:;istenl facsimile,-BF-atr-ete€ - · · , • " · · · · · · · ' · -- ·· · a :,igned cover sheet) may be~llffac-tar's :mbmis,;ion and iJ disclos e Records Act.

The contractor n,ust also complete the attached Stockholder Dt&e-!O&BFe Certification. ThiL, wtl-1-as:;int the agency in -meeting itG obligations under the lav,. NOTE: This section-dees not apply to Board of Edu~aa~ffi€&. "N.J.S.A. l9: 14A 3(s): ''The term "legislative leaded1ip committe#-means a committee eslatrlished, authori2ed to be es-tahliB-Rea;-or-deoignatet!-eyt:he President of the Senate, the--Mi-Rertt'j-beader of the Senara, the-Speaker of the General ~r the Minority Leader of the Genera! P&sentb-Jy--pui:&uant te section l 6 of P.L. l 993, c.65 (C.l 9:4'1/, 10.l) for -t-h~SBe-B+-!'0C€ -viag contributions and making expenditure:r.22 Version April 12, 2022
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-683F5FDOCC86 CC 0TH 00109829 2023 TR OOG-#4,e00ti+1-l:1€-a
C. 271 POLITICAL-CQ~Tl ON DISGL-OS-Y-RE-¥Q.P~
&~~-fS-1:ffiR-t-ffi-N .J. S .A. 1-9~
This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. fJ-&rt-J--V-eR-Eler-lmeFFABUen [E~ I
. : I
The undersigR-e~g-wfuerized te certify, hereby certil:'i~tl±e submissien-~~~ compliance wi. , ' . . . . M~€t and as t-=eJJf-e-&ettted by the InstructiOR&- accompanying--t-h-is--fu.ftlt
&gnature ---P'+fl»". l11-Hte*d1-1'P<Jrr1a1H-1Hee--------'.f-i-t:le Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the f01m provided by the local unit. 8-f:-fl:6{21E
~
here if disc] esure is-fR'W~ectronic feffB
Re€il')ient N-ame I>a-te Df>Uffi:..AtfHl-lffi-t
&
D Che eli:-htwe--if.t~Hfltl ti+w..--+&-ee-1-ltffi:lic<l--eH-ffi:~e-H-t-pR.gef&) Version April 12, 2022
DocuSign Envelope ID: 821 EC907-A 131-44FE-9DE7-6B3F5FD0CC86 CC 0TH 00109829 2023 TR OOG-#-4, continued
~i~vcl-t-Ek>ae~~Ge-»t-f-i.h.at-ie-R-~
N..J.S.A. 19:4~~
Cnun ;~,__&J,un n, ·e,<Yal'T'.-y-r ,·nm=,
&rcate' Go' 'PH}O-F-.--a+1tl-b~L,,,cuJ,c,rcL; ,iCn.L;,,-c,ilct-<1a0~ • 4i ., , o ' · .c::A:.-,7.:l~r,:,:i:"JTp--c:-ctn::rrrrrr\'vvt:r -6~~~
State Senator and two memb~~ of the General Ansembly per district.

County:
fu~------+C--+.O+>+BB+y-Glerk
-fC\mnty E,,ecutiveJ Surrogate
Sheriff
-M-U+ltBipalities (Mayor and members ofgo~,re-m-i-R-g-Betly, regardlest, of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD

FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A
COUNTY-BASED, CUSTOMIZABLE FORM.

Version April 12, 2022
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FDOCC86 CC 0TH 00109829 2023 TR DOC#5

STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
m I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.

OR
D I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.

Check the box that represents the type of business organization:

D Partnership IXJ Corporation D Sole Proprietorship
D Limited Partnership D Limited Liability Corporation D Limited Liability Partnership D Subchapter S Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.

Stockholders:

Name: Amazon.com, Inc.

Home Address: 410 Terry Avenue Nmth
Seattle, WA 98109-5210
Name:

Home Address:

Name:

Home Address:

Subscribed and sworn before me this 20th day of~M=a~rc=h~- 2023.
/L-t:2~
(Notaiy Public)
AD!UAH STOUTE £1Ktronk.NotaryPl>hllc
Commonwealth of Virginia,
Reshtratklfl Ho. llo-40712
My Commlnlon &.plreJ De< 31, 2027
My Commission expires: December 31, 2027
Version April 12, 2022
Name:

Home Address:

Name:

Home Address:

Name:

Home Address:
(Affiant)
Steve Boyce
(Corporate Seal)
DocuSign Envelope ID: 821 EC907-A 131-44FE-9DE7-6B3F5FDOCC86 CC 0TH 00109829 2023 TR DOC#6
Certification of Non-Involvement in Prohibited Activities in Iran Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32- 56(e) (3)), is listed on the Depaitrnent of the Treasury's List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32- 56(f).

Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non-Involvement in Prohibited Activities in Iran here:
http://www.state.nj.us/humanservices/ df d/info/standard/f de/ disclosure investrnentact.pdf Offerors should submit the above form completed with their proposal.

Version April 12, 2022
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FD0CC86 .CC 0TH 00109829 2023 TR ~ .. ,.~,,,,,., DISGLUSURE OF INVESTMENT ACTIVITIES IN IRAN FORM' ~ f. g ' STATE OF NEW JERSEY
t DEPARTMENT OF THE TREASURY• DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230 BID SOLICITATION# AND TITLE: RFP-RH-22-026, Software Marketplace including Cloud Solutions VENDOR NAME: Amazon Web Services, Inc.

Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity, nor any of its parents, subsidiaries, or affiliates, is identified on the New Jersey Department of the Treasury's Chapter 25 List as a person or entity engaged in investment activities in Iran. The Chapter 25 list is found on the Division's websiie at https://www.state.ni.us/treasury/purchase/pdf/Chapter25List.pdf. Vendors/Bidders must review this list prior to completing the below certification, If the Director of the Division of Purchase and Property finds a person or entity to be in violation of the law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party. □

CHECK THE APPROPRIATE BOX
I certify, pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4), that neither the Vendor/Bidder listed above nor any of its parents, subsidiaries, or affiliates is listed on the New Jersey Depaitment of the Treasury's Chapter 25 List of entities determined to be engaged in prohibited activities in Iran.

OR
f-am-unable to eertify as above beoouse the \kndor/Bidder and/or one Offi10fC of its paFCnls, subsidiaries, or affiliates is listed on !he New Jersey Deparlffienl-of U1e Treasury's Chapter 2§ List I will provide a detailed, accumte and precise description of the activities of !he Vendor/Bidder, or one of its parents, sttbsidiaries-Bf-affilia!es, has engaged in regarding inves!menl-aeli\/ities in Iron by completing !he information requested belew:

Entity Engaged in ln,•es!ment Ae!ivl!ies
RelelioAS!lip lo Vendor/ Bidder
Description of Aelivili05
Duration of Engogert1en!
An!ieipa!ed Cessation Date
1/t#ac~

CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that !he Vendor is-Liflder a eontinuing obligation from the dale of this-oortifiootion-lhrotlgh-the-eomplelion of any eonlmet(s) with !he Stale to-notify the State ifl-WfiliRfrof.any-ehanges-te-tlle-inlarmalioA-eonteifled-Aerein; that I am awaFC that it is o crirt1inal offense to rt1al!c -a-false s!a!ert1en! or rt1isFCpresen!ation in !his-€Cftification. If I do so,-1-fflay-bD-".:,Ubjec! to crirt1inol pFOsecution under !he law, and ii will eonsli!utc a material breael,--of-my-eon!roe!{s)-will'l-!he-S!ale,f,CFrt1ilting-tlle-8!a~!ro~lling..frem this oortifiootion-voie-ane-unenfeFCeable-.

Signature
Steve Boyce
Print Name and Title
March 20, 2023
Date
Authorized signatory
OPP Rev.12.13.2021
DocuSign Envelope ID: 821 EC907-A 131-44FE-9DE7-683F5FD0CC86 CC 0TH 00109829 2023 TR DOC#7

NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Ce1tificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. https://www.njportal.com/DOR/BusinessRegistration/
Version April 12, 2022
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FD0CC86 . . . . . CC 0TH 00109829 2023 TR J,, ,,~J, ,.J,, .,., , ,.,. ,,~pJrtment of Treasury- D1v1s1on of Revenue, On-Lme lnqmry

STATE OF NEW JERSEY

BUSINESS REGISTRATION CERTIFICATE
Taxpayer Name:
'Il·adeName:

Address:

Certificate Number:

Effective Date:

Date of Issuance:

For Office Use Only:
20230317095135478
https://www l .state.nj .usffYTR_BRC/servlet/common/BRCLogin AMAZON WEB SERVICES, INC.
207 BOREN AVE N
SEATTLE, WA 98109
1816126
August 16, 2013
March 17, 2023
1/1
DocuSign Envelope ID: 821 EC907-A 131-44FE-9DE7-6B3F5FD0CC86 DOC#8

EEOAA EVIDENCE
Equal Employment Opportunity/Affirmative Action
Goods, Professional Services & General Service Projects EEO/ AA Evidence
CC 0TH 00109829 2023 TR
Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor.

One of the following must be included with submission:
• Copy of Letter of Federal Approval
• Certificate of Employee Information Report
• Fully Executed FonnAA302
• Fully Executed EEO-1 Report
See the guidelines at:
https :/ /www .state.ni .us/treasrny/ contract compliance/ documents/pdf/ guidelines/pa. pdf for further information.

I certify that my bid package includes the required evidence per the above list and State website.

Name: _s_t_e_v_e_Bo_y_c_e ________ _ Title: ----------
Authorized signatory
lrOocuSJgned by:

Signature: ~~~~~~ Date: March 20, 2023
DocuSign Envelope ID: 821EC907-A131-44FE-9DE7-6B3F5FDOCC86 DOC#9

MACBRIDE-PRINCIPLES
CC 0TH 00109829 2023 TR

TATE OF NEW JERSEY DEPARTMENT OF THE TREASURY

IVISION OF PURCHASE AND PROPERTY
3 WEST STATE STREET, P.O. BOX 230
RENTON, NEW JERSEY 08625-0230

MACBRIDE PRINCIPALS FORM
BID SOLICITATION#· RFP-RH-22-026 VENDOR/BIDDER·

VENDOR'S/BIDDER'S REQUIREMENT
Amazon Web Services, Inc.

TO PROVIDE A CERTIFICATION IN COMPLIANCE WITH THE MACBRIDE PRINCIPALS AND NORTHERN IRELAND ACT OF 1989
Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder selected, after public bidding, by the Director of the Division of Purchase and Property, pursuant to N.J.S.A. 52:34-12, must complete the ce1iification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/Bidder that has completed the ce1iification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principals that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debaiment or suspension of thepaiiy.

I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that:
□ CHECK THE APPROPRIATE BOX
The Vendor/Bidder has no business operations in Northern Ireland; or OR EJ The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principals of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52: 18A-89.5) and in confonnance with the United Kingdom's Fair Employment (Northern Ireland) Act of 1989, and pennit independent monitoring of its compliance with those principals.

CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor/Bidder, that the foregoing information and any attachments hereto, to the best of my knowledge are trne and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and tlw.t the Vendor/BiddBF-IB-HnaeF-a-e-~-eB-ligati:Bfl A·ein the date e:f thii, ee1:tifie8.tieB Hi:rm1gh t:he ee1nj3leti8-fl:-0.f-a-wj eeBtraetE1,3 witJi t!:ie S-Me-te neti~, tee gtate iR >,?rifoig af any changes te the information contained hereirt; that I am a1,vare that it is a criminal offense to make a.false statement or -misrepreseB.tation in thiG cer~f I dose, I will be s~ibject to criminal Pf6S:€CUtien under the law, and it v:ill constit,ite a material breach of my agreemcmt(s) with the State, permitting the State te declare any contract(G) reoulting from this ~~ to be void and unenforceahl&.-
i,.--oocuSigned by:
~RM-(,, J7b~ll- March 20, 2023
Signature Date
Steve Boyce Authorized signatory
Print Name and Title
Version Apnl 12, 2022
DocuSign Envelope ID: 821 EC907-A 131-44FE-9DE7-683F5FD0CC86 CC 0TH 00109829 2023 TR Version April 12, 2022
Certification 58877

CERTIFICATE OF EMPLOYEE INFORMATION REPORT RENEWAL
This is to certify that the contractor listed below has submitted an Employee Information Report pursuant to N.J.A.C. 17:27-1.1 et. seq. and the State Treasurer has approved said report. This approval will remain in effect for the period of 15-Mar-2022 to 15-Mar-2025
AMAZON.COM SERVICES LLC
410 TERRY A VEN
SEATTLE WA 98109
~,k#1-~

ELIZABETH MAHER MUOIO
State Treasurer
Exhibit H
Advertising Compliance Requirement
Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.210, Chapter 279A.220, and other related provisions, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes:

Nationwide·
State of Alabama State of Hawaii Commonwealth of State of New Mexico Massachusetts
State of Alaska State ofldaho State of Michigan State of New York State of Arizona State of Illinois State of Minnesota State ofNorth Carolina State of Arkansas State oflndiana State ofMississiooi State ofNorth Dakota State of California State oflowa State of Missouri State of Ohio State of Colorado State of Kansas State of Montana State of Oklahoma State of Connecticut Commonwealth of State ofNebraska State of Oregon Kentucky
State of Delaware State of Louisiana State ofNevada Commonwealth of Pennsylvania
State of Florida State of Maine State of New Hampshire State of Rhode Island State of Georgia State of Maryland State ofNew Jersey State of South Carolina District of Columbia
Lists of political subdivisions and local governments in the above referenced states/ districts may be found at http://www.usa.gov/Agencies/State and Territories.shtml and https://www.usa.gov/local-governments.

Certain Public Agencies and Political Subdivisions:

CITY OF INDEPENDENCE, OR
State of South
Dakota
State of Tennessee
State of Texas
State of Utah
State of Vermont
Commonwealth of
Virginia
State of Washington
State of West
Virginia
State of Wisconsin
State of Wyoming

CITIES, TOWNS, VILLAGES AND BOROUGHS
INCLUDING BUT NOT LIMITED TO:

BAKER CITY GOLF COURSE, OR

CITY OF ADAIR VILLAGE, OR

CITY OF ASHLAND, OR

CITY AND COUNTY OF HONOLULU, HI

CITY OF KENNER, LA

CITY OF AUMSVILLE, OR

CITY OF AURORA, OR

CITY OF BAKER, OR

CITY OF BATON ROUGE, LA

CITY OF BEAVERTON, OR

CITY OF BEND, OR

CITY OF BOARDMAN, OR

CITY OF BONANAZA, OR

CITY OF BOSSIER CITY, LA

CITY OF BROOKINGS, OR

CITY OF BURNS, OR

CITY OF CANBY, OR

CITY OF CANYONVILLE, OR

CITY OF CLATSKANIE, OR

CITY OF COBURG, OR

CITY OF CONDON, OR

CITY OF COQUILLE, OR

CITY OF CORY ALLI, OR

CITY OF CORY ALLIS PARKS AND RECREATION

DEPARTMENT, OR

CITY OF COTTAGE GROVE, OR

CITY OF DONALD, OR

CITY OF EUGENE, OR

CITY OF FOREST GROVE, OR

CITY OF GOLD HILL, OR

CITY OF GRANTS PASS, OR

CITY OF GRESHAM, OR

CITY OF HILLSBORO, OR
Version April 12, 2022

CITY OF LA GRANDE, OR

CITY OF LAFAYETTE, LA

CITY OF LAKE CHARLES, OR

CITY OF LEBANON, OR

CITY OF MCMINNVILLE, OR

CITY OF MEDFORD, OR

CITY OF MET AIRIE, LA

CITY OF MILL CITY, OR

CITY OF MILWAUKIE, OR

CITY OF MONROE, LA

CITY OF MOSIER, OR

CITY OF NEW ORLEANS, LA

CITY OF NORTH PLAINS, OR

CITY OF OREGON CITY, OR

CITY OF PILOT ROCK, OR

CITY OF PORTLAND, OR

CITY OF POWERS, OR

CITY OF PRINEVILLE, OR

CITY OF REDMOND, OR

CITY OF REEDSPORT, OR

CITY OF RIDDLE, OR

CITY OF ROGUE RIVER, OR

CITY OF ROSEBURG, OR

CITY OF SALEM, OR

CITY OF SANDY, OR

CITY OF SCAPPOOSE, OR

CITY OF SHADY COVE, OR

CITY OF SHERWOOD, OR

CITY OF SHREVEPORT, LA

CITY OF SILVERTON, OR

CITY OF SPRINGFIELD, OR
CITY OF ST. HELENS, OR
CITY OF ST. PAUL, OR

CITY OF SULPHUR, LA

CITY OF TIGARD, OR

CITY OF TROUTDALE, OR

CITY OF TUALATIN, OR

CITY OF WALKER, LA

CITY OF WARRENTON, OR

CITY OF WEST LINN, OR

CITY OF WILSONVILLE, OR

CITY OF WINSTON, OR

CITY OF WOODBURN, OR

LEAGUE OF OREGON CITES

THE CITY OF HAPPY VALLEY OREGON

ALPINE, UT

ALTA,UT

ALTAMONT, UT

ALTON,UT

AMALGA, UT

AMERICAN FORK CITY, UT

ANNABELLA, UT

ANTIMONY, UT

APPLE VALLEY, UT

AURORA, UT

BALLARD,UT

BEAR RIVER CITY, UT

BEAVER, UT

BICKNELL, UT

BIG WATER, UT

BLANDING, UT

BLUFFDALE, UT

BOULDER, UT

CITY OF BOUNTIFUL, UT

BRIAN HEAD, UT

BRIGHAM CITY CORPORATION, UT

BRYCE CANYON CITY, UT

CANNONVILLE, UT

CASTLE DALE, UT

CASTLE VALLEY, UT

CITY OF CEDAR CITY, UT

CEDAR FORT, UT

CITY OF CEDAR HILLS, UT

CENTERFIELD, UT

CENTERVILLE CITY CORPORATION, UT

CENTRAL VALLEY, UT

CHARLESTON, UT

CIRCLEVILLE, UT
CLARI<.STON, UT

CLAWSON, UT

CLEARFIELD, UT

CLEVELAND,UT

CLINTON CITY CORPORATION, UT

COAL VILLE, UT

CORINNE, UT

CORNISH, UT

COTTONWOOD HEIGHTS, UT

DANIEL, UT

DELTA,UT

DEWEYVILLE, UT

DRAPER CITY, UT

DUCHESNE, UT

EAGLE MOUNTAIN, UT

EAST CARBON, UT

ELK RIDGE, UT

ELMO, UT

ELSINORE, UT

ELWOOD, UT
Version April 12, 2022

EMERY, UT

ENOCH, UT

ENTERPRISE, UT

EPHRAIM, UT

ESCALANTE, UT

EUREKA, UT

FAIRFIELD, UT

FAIRVIEW, UT

FARMINGTON, UT

FARR WEST, UT

FAYETTE, UT

FERRON, UT

FIELDING, UT

FILLMORE, UT

FOUNTAIN GREEN, UT

FRANCIS, UT

FRUIT HEIGHTS, UT

GARDEN CITY, UT

GARLAND,UT

GENOLA, UT

GLENDALE, UT

GLENWOOD, UT

GOSHEN,UT

GRANTSVILLE, UT

GREEN RIVER, UT

GUNNISON, UT

HANKSVILLE, UT

HARRISVILLE, UT

HATCH, UT

HEBER CITY CORPORATION, UT

HELPER, UT

HENEFER, UT

HENRIEVILLE, UT

HERRIMAN, UT

HIDEOUT, UT

HIGHLAND, UT

HILDALE, UT

HINCKLEY, UT

HOLDEN,UT

HOLLADAY, UT

HONEYVILLE, UT

HOOPER, UT

HOWELL, UT

HUNTINGTON, UT

HUNTSVILLE, UT

CITY OF HURRICANE, UT
HYDE P ARI<., UT

HYRUM, UT

INDEPENDENCE, UT

IVINS, UT

JOSEPH, UT

JUNCTION, UT

KAMAS, UT

KANAB, UT

KANARRAVILLE, UT

KANOSH, UT

KAYSVILLE, UT

KINGSTON, UT

KOOSHAREM, UT

LAKETOWN, UT

LA VERIGN, UT

LAYTON,UT

LEAMINGTON, UT

LEEDS, UT

LEHI CITY CORPORATION, UT

LEVAN, UT

LEWISTON, UT

LINDON, UT

LOA, UT

LOGAN CITY, UT

LYMAN, UT

LYNNDYL, UT

MANILA, UT

MANTI, UT

MANTUA, UT

MAPLETON, UT

MARRIOTT-SLATERVILLE, UT

MARYSVALE, UT

MAYFIELD, UT

MEADOW, UT

MENDON, UT
MIDY ALE CITY INC., UT

MIDWAY, UT

MILFORD, UT

MILL VILLE, UT

MINERSVILLE, UT

MOAB, UT

MONA, UT

MONROE, UT

CITY OF MONTICELLO, UT

MORGAN, UT

MORONI, UT

MOUNT PLEASANT, UT

MURRAY CITY CORPORATION, UT

MYTON, UT

NAPLES, UT

NEPHI, UT

NEW HARMONY, UT

NEWTON, UT

NIBLEY, UT

NORTH LOGAN, UT

NORTH OGDEN, UT

NORTH SALT LAKE CITY, UT

OAK CITY, UT

OAKLEY,UT

OGDEN CITY CORPORATION, UT

OPHIR, UT

ORANGEVILLE, UT

ORDERVILLE, UT

OREM, UT

PANGUITCH, UT

PARADISE, UT

PARAGON AH, UT

PARK CITY, UT

PAROWAN, UT

PAYSON,UT

PERRY,UT

PLAIN CITY, UT

PLEASANT GROVE CITY, UT

PLEASANT VIEW, UT

PLYMOUTH, UT

PORTAGE, UT

PRICE, UT

PROVIDENCE, UT

PROVO, UT

RANDOLPH, UT

REDMOND, UT

RICHFIELD, UT

RICHMOND, UT

RIVERDALE, UT

RIVER HEIGHTS, UT

RIVERTON CITY, UT

ROCKVILLE, UT

ROCKY RIDGE, UT

ROOSEVELT CITY CORPORATION, UT

ROY, UT
Version April 12, 2022

RUSH VALLEY, UT
CITY OF ST. GEORGE, UT

SALEM, UT

SALINA, UT

SALT LAKE CITY CORPORATION, UT

SANDY, UT

SANTA CLARA, UT

SANTAQUIN, UT

SARATOGA SPRINGS, UT

SCIPIO, UT

SCOFIELD, UT

SIGURD, UT

SMITHFIELD, UT

SNOWVILLE, UT

CITY OF SOUTH JORDAN, UT

SOUTH OGDEN, UT

CITY OF SOUTH SALT LAKE, UT

SOUTH WEBER, UT

SPANISH FORI(, UT

SPRING CITY, UT

SPRINGDALE, UT

SPRINGVILLE, UT

STERLING, UT

STOCKTON,UT

SUNNYSIDE, UT

SUNSET CITY CORP, UT

SYRACUSE, UT

TABIONA, UT

CITY OF TAYLORSVILLE, UT

TOOELE CITY CORPORATION, UT

TOQUERVILLE, UT

TORREY,UT

TREMONTON CITY, UT

TRENTON,UT

TROPIC, UT

UINTAH, UT

VERNAL CITY, UT

VERNON,UT

VINEYARD, UT

VIRGIN, UT

WALES, UT

WALLSBURG, UT

WASHINGTON CITY, UT

WASHINGTON TERRACE, UT

WELLINGTON, UT

WELLSVILLE, UT

WENDOVER, UT

WEST BOUNTIFUL, UT

WEST HA VEN, UT

WEST JORDAN, UT

WEST POINT, UT

WEST VALLEY CITY, UT

WILLARD, UT

WOODLAND HILLS, UT

WOODRUFF, UT

WOODS CROSS, UT

COUNTIES AND PARISHES INCLUDING BUT NOT
LIMITED TO:

ASCENSION PARISH, LA

ASCENSION PARISH, LA, CLEAR OF COURT

CADDO PARISH, LA

CALCASIEU PARISH, LA

CALCASIEU PARISH SHERIFF'S OFFICE, LA

CITY AND COUNTY OF HONOLULU, HI

CLACKAMAS COUNTY, OR

CLACKAMAS COUNTY DEPT OF TRANSPORTATION,
OR

CLATSOPCOUNTY,OR

COLUMBIA COUNTY, OR

COOS COUNTY, OR

COOS COUNTY HIGHWAY DEPARTMENT, OR
COUNTY OF HA WAIi, OR

CROOK COUNTY, OR

CROOK COUNTY ROAD DEPARTMENT, OR

CURRY COUNTY, OR

DESCHUTES COUNTY, OR

DOUGLAS COUNTY, OR

EAST BA TON ROUGE PARISH, LA

GILLIAM COUNTY, OR

GRANT COUNTY, OR

HARNEY COUNTY, OR

HARNEY COUNTY SHERIFFS OFFICE, OR

HAWAII COUNTY, HI

HOOD RIVER COUNTY, OR

JACKSON COUNTY, OR

JEFFERSON COUNTY, OR

JEFFERSON PARISH, LA

JOSEPHINE COUNTY GOVERNMENT, OR

LAFAYETTE CONSOLIDATED GOVERNMENT, LA

LAFAYETTEPARISH,LA

LAFAYETTE PARISH CONVENTION & VISITORS

COMMISSION

LAFOURCHE PARISH, LA

KAUAI COUNTY, HI

KLAMATH COUNTY, OR

LAKE COUNTY, OR

LANE COUNTY, OR

LINCOLN COUNTY, OR

LINN COUNTY, OR

LIVINGSTON PARISH, LA

MALHEURCOUNTY,OR

MAUI COUNTY, HI

MARION COUNTY, SALEM, OR

MORROW COUNTY, OR

MULTNOMAH COUNTY, OR

MULTNOMAH COUNTY BUSINESS AND

COMMUNITY SERVICES, OR

MULTNOMAH COUNTY SHERIFFS OFFICE, OR

MULTNOMAH LAW LIBRARY, OR

ORLEANS PARISH, LA

PLAQUEMINES PARISH, LA

POLK COUNTY, OR

RAPIDES PARISH, LA

SAINT CHARLES PARISH, LA

SAINT CHARLES PARISH PUBLIC SCHOOLS, LA

SAINT LANDRY PARISH, LA

SAINT TAMMANY PARISH, LA

SHERMAN COUNTY, OR

TERREBONNE PARISH, LA

TILLAMOOK COUNTY, OR

TILLAMOOK COUNTY SHERIFF'S OFFICE, OR

TILLAMOOK COUNTY GENERAL HOSPITAL, OR

UMATILLA COUNTY, OR

UNION COUNTY, OR

WALLOWA COUNTY, OR

WASCO COUNTY, OR

WASHINGTON COUNTY, OR

WEST BATON ROUGE PARISH, LA

WHEELER COUNTY, OR

YAMHILL COUNTY, OR

COUNTY OF BOX ELDER, UT

COUNTY OF CACHE, UT

COUNTY OF RICH, UT

COUNTY OF WEBER, UT

COUNTY OF MORGAN, UT
Version April 12, 2022

COUNTY OF DA VIS, UT

COUNTY OF SUMMIT, UT

COUNTY OF DAGGETT, UT

COUNTY OF SALT LAKE, UT

COUNTY OF TOOELE, UT

COUNTY OF UTAH, UT

COUNTY OF WASATCH, UT

COUNTY OF DUCHESNE, UT

COUNTY OF UINTAH, UT

COUNTY OF CARBON, UT

COUNTY OF SANPETE, UT

COUNTY OF JUAB, UT

COUNTY OF MILLARD, UT

COUNTY OF SEVIER, UT

COUNTY OF EMERY, UT

COUNTY OF GRAND, UT

COUNTY OF BEVER, UT

COUNTY OF PIUTE, UT

COUNTY OF WAYNE, UT

COUNTY OF SAN JUAN, UT

COUNTY OF GARFIELD, UT

COUNTY OF KANE, UT

COUNTY OF IRON, UT

COUNTY OF WASHINGTON, UT

OTHER AGENCIES INCLUDING ASSOCIATIONS,

BOARDS, DISTRICTS, COMMISSIONS, COUNCILS,

PUBLIC CORPORATIONS, PUBLIC DEVELOPMENT

AUTHORITIES, RESERVATIONS AND UTILITIES
INCLUDING BUT NOT LIMITED TO:

ADAIR R.F.P.D., OR

ADEL WATER IMPROVEMENT DISTRICT, OR
ADRIAN R.F.P.D., OR

AGNESS COMMUNITY LIBRARY, OR
AGNESS-ILLAHE R.F.P.D., OR

AGRICULTURE EDUCATION SERVICE EXTENSION

DISTRICT, OR
ALDER CREEK-BARLOW WATER DISTRICT NO. 29,
OR

ALFALFA FIRE DISTRICT, OR
ALSEA R.F.P.D., OR

ALSEA RIVIERA WATER IMPROVEMENT DISTRICT,
OR

AMITY FIRE DISTRICT, OR

ANTELOPE MEADOWS SPECIAL ROAD DISTRICT, OR

APPLE ROGUE DISTRICT IMPROVEMENT COMPANY,
OR
APPLEGATE VALLEYR.F.P.D. #9, OR

ARCH CAPE DOMESTIC WATER SUPPLY DISTRICT,
OR

ARCH CAPE SANITARY DISTRICT, OR

ARNOLD IRRIGATION DISTRICT, OR

ASH CREEK WATER CONTROL DISTRICT, OR

A UIENA CEMETERY MAINTENANCE DISTRICT, OR
AUMSVILLE R.F.P.D., OR
AURORA R.F.P.D., OR
AZALEA R.F.P.D., OR

BADGER IMPROVEMENT DISTRICT, OR
BAILEY-SPENCER R.F.P.D., OR

BAKER COUNTY LIBRARY DISTRICT, OR
BAKERR.F.P.D., OR

BAKER RIVERTON ROAD DISTRICT, OR

BAKER VALLEY IRRIGATION DISTRICT, OR
BAKER VALLEY S.W.C.D., OR

BAKER VALLEY VECTOR CONTROL DISTRICT, OR

BANDON CRANBERRY WATER CONTROL DISTRICT,
OR
BANDON R.F.P.D., OR

BANKS FIRE DISTRICT, OR
BANKS FIRE DISTRICT# 13, OR

BAR L RANCH ROAD DISTRICT, OR

BARLOW WATER IMPROVEMENT DISTRICT, OR

BASIN AMBULANCE SERVICE DISTRICT, OR

BASIN TRANSIT SERVICE TRANSPORTATION

DISTRICT, OR

BATON ROUGE WATER COMPANY

BAY AREA HEALTH DISTRICT, OR

BA YSHORE SPECIAL ROAD DISTRICT, OR

BEAR VALLEY SPECIAL ROAD DISTRICT, OR

BEA VER CREEK WATER CONTROL DISTRICT, OR

BEA VER DRAINAGE IMPROVEMENT COMPANY,
INC., OR

BEA VER SLOUGH DRAINAGE DISTRICT, OR

BEA VER SPECIAL ROAD DISTRICT, OR

BEAVER WATERDISTRICT,OR
BELLE MER S.I.G.L. TRACTS SPECIAL ROAD

DISTRICT, OR

BEND METRO PARK AND RECREATION DISTRICT
BENTON S.W.C.D., OR

BERNDT SUBDIVISION WATER IMPROVEMENT

DISTRICT, OR

BEYERL Y BEACH WATER DISTRICT, OR
BIENVILLE PARISH FIRE PROTECTION DISTRICT 6,
LA

BIG BEND IRRIGATION DISTRICT, OR

BIGGS SERVICE DISTRICT, OR

BLACK BUTTE RANCH DEPARTMENT OF POLICE

SERVICES, OR
BLACK BUTTE RANCH R.F.P.D., OR

BLACK MOUNTAIN WATER DISTRICT, OR
BLODGETT-SUMMIT R.F.P.D., OR

BLUE MOUNTAIN HOSPITAL DISTRICT, OR

BLUE MOUNTAIN TRANS LA TOR DISTRICT, OR

BLUE RIVER P ARI( & RECREATION DISTRICT, OR

BLUE RIVER WATER DISTRICT, OR
BLY R.F.P.D., OR

BLY VECTOR CONTROL DISTRICT, OR

BLY WATER AND SANITARY DISTRICT, OR

BOARDMAN CEMETERY MAINTENANCE DISTRICT,
OR

BOARDMAN PARK AND RECREATION DISTRICT
BOARDMAN R.F.P.D., OR

BONANZA BIG SPRINGS PARK & RECREATION

DISTRICT, OR

BONANZA MEMORIAL PARK CEMETERY DISTRICT,
OR
BONANZA R.F.P.D., OR

BONANZA-LANGELL VALLEY VECTOR CONTROL

DISTRICT, OR
BORING WATER DISTRICT #24, OR

BOULDER CREEK RETREAT SPECIAL ROAD

DISTRICT, OR
BRIDGE R.F.P.D., OR

BROOKS COMMUNITY SERVICE DISTRICT, OR
BROWNSVILLE R.F.P.D., OR

BUELL-RED PRAIRIE WATER DISTRICT, OR
BUNKER HILL R.F.P.D. #1, OR

BUNKER HILL SANITARY DISTRICT, OR

BURLINGTON WATER DISTRICT, OR

BURNT RIVER IRRIGATION DISTRICT, OR
BURNT RIVER S.W.C.D., OR
CALAPOOIA R.F.P.D., OR
CAMAS VALLEY R.F.P .D., OR

CAMELLIA PARI( SANITARY DISTRICT, OR

CAMMANN ROAD DISTRICT, OR

CAMP SHERMAN ROAD DISTRICT, OR
Version April 12, 2022

CANBY AREA TRANSIT, OR
CANBY R.F.P.D. #62, OR

CANBY UTILITY BOARD, OR
CANNON BEACH R.F.P.D., OR

CANYONVILLE SOUTH UMPQUA FIRE DISTRICT, OR
CAPE FERRELO R.F.P.D., OR

CAPE FOUL WEATHER SANITARY DISTRICT, OR

CARLSON PRIMROSE SPECIAL ROAD DISTRICT, OR

CARMEL BEACH WATER DISTRICT, OR
CASCADE VIEW ESTATES TRACT 2, OR

CEDAR CREST SPECIAL ROAD DISTRICT, OR

CEDAR TRAILS SPECIAL ROAD DISTRICT, OR
CEDAR VALLEY - NORTH BANK R.F.P.D., OR

CENTRAL CASCADES FIRE AND EMS, OR

CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA
CENTRAL LINCOLN P.U.D., OR

CENTRAL OREGON COAST FIRE & RESCUE

DISTRICT, OR

CENTRAL OREGON INTERGOVERNMENTAL

COUNCIL

CENTRAL OREGON IRRIGATION DISTRICT, OR

CHAPARRAL WATER CONTROL DISTRICT, OR

CHARLESTON FIRE DISTRICT, OR

CHARLESTON SANITARY DISTRICT, OR

CHARLOTTE ANN WATER DISTRICT, OR

CHEHALEM PARK & RECREATION DISTRICT, OR

CHEHALEM PARK AND RECREATION DISTRICT
CHEMULT R.F.P.D., OR
CHENOWITH WATERP.U.D., OR

CHERRIOTS, OR

CHETCO COMMUNITY PUBLIC LIBRARY DISTRICT,
OR

CHILOQUIN VECTOR CONTROL DISTRICT, OR
CHILOQUIN-AGENCY LAKE R.F.P.D., OR

CHINOOK DRIVE SPECIAL ROAD DISTRICT, OR

CHR DISTRICT IMPROVEMENT COMPANY, OR

CHRISTMAS VALLEY DOMESTIC WATER DISTRICT,
OR

CHRISTMAS VALLEY PARI( & RECREATION

DISTRICT, OR
CHRISTMAS VALLEY R.F.P.D., OR

CITY OF BOGALUSA SCHOOL BOARD, LA
CLACKAMAS COUNTY FIRE DISTRICT #1, OR
CLACKAMAS COUNTY SERVICE DISTRICT #1, OR

CLACKAMAS COUNTY VECTOR CONTROL

DISTRICT, OR

CLACKAMAS RIVER WATER

CLACKAMAS RIVER WATER, OR
CLACKAMAS S.W.C.D., OR

CLATSKANIE DRAINAGE IMPROVEMENT

COMPANY,OR

CLATSKANIE LIBRARY DISTRICT, OR
CLATSKANIE P.U.D., OR

CLATSKANIE PARK & RECREATION DISTRICT, OR

CLATSKANIE PEOPLE'S UTILITY DISTRICT
CLATSKANIE R.F.P.D., OR

CLATSOP CARE CENTER HEALTH DISTRICT, OR
CLATSOP COUNTY S.W.C.D., OR
CLATSOP DRAINAGE IMPROVEMENT COMPANY #15,
INC., OR

CLEAN WATER SERVICES

CLEAN WATER SERVICES, OR
CLOVERDALE R.F.P.D., OR

CLOVERDALE SANITARY DISTRICT, OR

CLOVERDALE WATER DISTRICT, OR

COALEDO DRAINAGE DISTRICT, OR

COBURG FIRE DISTRICT, OR

COLESTIN RURAL FIRE DISTRICT, OR
COLTON R.F.P.D., OR
COLTON WATERDISTRJCT#ll, OR
COLUMBIA 911 COMMUNICATIONS DISTRICT, OR
COLUMBIA COUNTY 4-H & EXTENSION SERVICE

DISTRJCT, OR

COLUMBIA DRAINAGE VECTOR CONTROL, OR

COLUMBIA IMPROVEMENT DISTRJCT, OR
COLUMBIA R.F.P.D., OR

COLUMBIA RJVER FIRE & RESCUE, OR

COLUMBIA RJVER PUD, OR
COLUMBIA S.W.C.D., OR
COLUMBIA S.W.C.D., OR

CONFEDERATED TRJBES OF THE UMATILLA INDIAN

RESERVATION

COOS COUNTY AIRPORT DISTRJCT, OR

COOS COUNTY AIRPORT DISTRICT, OR

COOS COUNTY AREA TRANSIT SERVICE DISTRJCT,
OR

COOS FOREST PROTECTIVE ASSOCIATION
COOS S.W.C.D., OR
COQUILLE R.F.P.D., OR

COQUILLE VALLEY HO SPIT AL DISTRICT, OR

CORBETT WATER DISTRJCT, OR
CORNELIUS R.F.P.D., OR

CORP RANCH ROAD WATER IMPROVEMENT, OR
CORVALLIS R.F.P.D., OR

COUNTRY CLUB ESTATES SPECIAL WATER

DISTRICT, OR

COUNTRY CLUB WATER DISTRJCT, OR

COUNTRY ESTATES ROAD DISTRJCT, OR

COVE CEMETERY MAINTENANCE DISTRJCT, OR

COVE ORCHARD SEWER SERVICE DISTRJCT, OR
COVE R.F.P.D., OR
CRESCENT R.F.P.D., OR

CRESCENT SANITARY DISTRICT, OR

CRESCENT WATER SUPPLY AND IMPROVEMENT

DISTRICT, OR

CROOK COUNTY AGRICULTURE EXTENSION

SERVICE DISTRJCT, OR

CROOK COUNTY CEMETERY DISTRICT, OR

CROOK COUNTY FIRE AND RESCUE, OR

CROOK COUNTY PARKS & RECREATION DISTRJCT,
OR
CROOK COUNTY S.W.C.D., OR

CROOK COUNTY VECTOR CONTROL DISTRJCT, OR
CROOKED RIVER RANCH R.F.P .D., OR

CROOKED RJVER RANCH SPECIAL ROAD DISTRJCT,
OR

CRYSTAL SPRINGS WATER DISTRJCT, OR
CURRY COUNTY 4-H & EXTENSION SERVICE

DISTRJCT, OR

CURRY COUNTY PUBLIC TRANSIT SERVICE

DISTRJCT, OR
CURRY COUNTY S.W.C.D., OR

CURRY HEAL TH DISTRICT, OR

CURRY PUBLIC LIBRARY DISTRJCT, OR
DALLAS CEMETERY DISTRJCT #4, OR

DARLEY DRIVE SPECIAL ROAD DISTRICT, OR
DAVID CROCKETT STEAM FIRE COMPANY#!, LA
DAYS CREEK R.F.P.D., OR

DAYTON FIRE DISTRJCT, OR

DEAN MINARD WATER DISTRJCT, OR

DEE IRRIGATION DISTRICT, OR

DEER ISLAND DRAINAGE IMPROVEMENT

COMPANY,OR
Version April 12, 2022

DELL BROGAN CEMETERY MAINTENANCE

DISTRJCT, OR
DEPOE BAY R.F.P.D., OR
DESCHUTES COUNTY 911 SERVICE DISTRICT, OR
DESCHUTES COUNTY R.F.P.D. #2, OR

DESCHUTES PUBLIC LIBRARY DISTRJCT, OR
DESCHUTES S.W.C.D., OR

DESCHUTES VALLEY WATER DISTRJCT, OR

DEVILS LAKE WATER IMPROVEMENT DISTRJCT, OR
DEXTER R.F.P.D., OR

DEXTER SANITARY DISTRICT, OR
DORA-SITKUM R.F.P.D., OR
DOUGLAS COUNTY FIRE DISTRJCT #2, OR
DOUGLAS S.W.C.D., OR
DRAKES CROSSING R.F.P.D., OR
DRRH SPECIAL ROAD DISTRJCT #6, OR

DRY GULCH DITCH DISTRJCT IMPROVEMENT

COMPANY,OR

DUFUR RECREATION DISTRJCT, OR

DUMB ECK LANE DOMESTIC WATER SUPPLY, OR
DUNDEE R.F.P.D., OR

DURKEE COMMUNITY BUILDING PRESERVATION

DISTRJCT, OR

EAGLE POINT IRRIGATION DISTRJCT, OR

EAGLE VALLEY CEMETERY MAINTENANCE

DISTRICT, OR
EAGLE VALLEY R.F.P.D., OR
EAGLE VALLEY S.W.C.D., OR

EAST FORK IRRJGATION DISTRJCT, OR
EAST MULTNOMAH S.W.C.D., OR

EAST SALEM SERVICE DISTRICT, OR

EAST UMATILLA CHEMICAL CONTROL DISTRICT,
OR

EAST UMATILLA COUNTY AMBULANCE AREA

HEALTHDISTRJCT, OR
EAST UMATILLA COUNTY R.F.P.D., OR

EAST VALLEY WATER DISTRICT, OR

ELGIN COMMUNITY PARKS & RECREATION

DISTRICT, OR

ELGIN HEAL TH DISTRJCT, OR
ELGIN R.F.P.D., OR

ELKTON ESTATES PHASE II SPECIAL ROAD

DISTRICT, OR
ELKTON R.F.P.D., OR
EMERALD P.U.D., OR
ENTERPRlSE IRRJGATION DISTRJCT, OR

ESTACADA CEMETERY MAINTENANCE DISTRJCT,
OR
ESTACADA R.F.P.D. #69, OR
EUGENE R.F.P.D. # 1, OR

EUGENE WATER AND ELECTRJC BOARD
EV ANS VALLEY FIRE DISTRJCT #6, OR
FAIR OAKS R.F.P.D., OR
FAIRVIEW R.F.P.D., OR

FAIRVIEW WATER DISTRICT, OR

FALCON HEIGHTS WATER AND SEWER, OR

FALCON-COVE BEACH WATER DISTRJCT, OR

FALL RIVER ESTA TES SPECIAL ROAD DISTRJCT, OR

FARGO INTERCHANGE SERVICE DISTRJCT, OR

FARMERS IRRIGATION DISTRICT, OR

FAT ELK DRAINAGE DISTRJCT, OR

FERN RJDGE PUBLIC LIBRARY DISTRJCT, OR

FERN VALLEY ESTATES IMPROVEMENT DISTRJCT,
OR

FOR FAR ROAD DISTRJCT, OR
FOREST GROVE R.F.P.D., OR

FOREST VIEW SPECIAL ROAD DISTRJCT, OR
FORT ROCK-SILVER LAKE S.W.C.D., OR

FOUR RIVERS VECTOR CONTROL DISTRICT, OR

FOX CEMETERY MAINTENANCE DISTRICT, OR
GARDINER R.F.P.D., OR

GARDINER SANITARY DISTRICT, OR
GARIBALDI R.F.P.D., OR
GASTON R.F.P.D., OR
GATES R.F.P.D., OR
GEARHART R.F.P.D., OR
GILLIAM S.W.C.D., OR

GLENDALE AMBULANCE DISTRICT, OR
GLENDALE R.F.P.D., OR

GLENEDEN BEACH SPECIAL ROAD DISTRICT, OR

GLENEDEN SANITARY DISTRICT, OR

GLENWOOD WATER DISTRICT, OR

GLIDE- IDLEYLD SANITARY DISTRICT, OR
GLIDE R.F.P.D., OR
GOLD BEACH - WEDDERBURN R.F.P.D., OR

GOLD HILL IRRIGATION DISTRICT, OR

GOLDFINCH ROAD DISTRICT, OR
GOSHEN R.F.P.D., OR

GOVERNMENT CAMP ROAD DISTRICT, OR

GOVERNMENT CAMP SANITARY DISTRICT, OR

GRAND PRAIRIE WATER CONTROL DISTRICT, OR

GRAND RONDE SANITARY DISTRICT, OR

GRANT COUNTY TRANSPORTATION DISTRICT, OR
GRANT S.W.C.D., OR

GRANTS PASS IRRIGATION DISTRICT, OR
GREATER BOWEN VALLEY R.F.P.D., OR
GREATER ST. HELENS PARK & RECREATION

DISTRICT, OR

GREATER TOLEDO POOL RECREATION DISTRICT,
OR

GREEN KNOLLS SPECIAL ROAD DISTRICT, OR

GREEN SANITARY DISTRICT, OR
GREENACRES R.F.P.D., OR

GREENBERRY IRRIGATION DISTRICT, OR

GREENSPRINGS RURAL FIRE DISTRICT, OR

HARLEN ROAD SPECIAL DISTRICT, OR

HAINES CEMETERY MAINTENANCE DISTRICT, OR

HAINES FIRE PROTECTION DISTRICT, OR
HALSEY-SHEDD R.F.P.D., OR
HAMLETR.F.P.D., OR
HARBORR.F.P.D., OR

HARBOR SANITARY DISTRICT, OR
HARBOR WATERP.U.D., OR

HARNEY COUNTY HEALTH DISTRICT, OR
HARNEY S.W.C.D., OR

HARPER SOUTH SIDE IRRIGATION DISTRICT, OR

HARRISBURG FIRE AND RESCUE, OR
HAUSER R.F.P.D., OR

HAZELDELL RURAL FIRE DISTRICT, OR

HEBO JOINT WATER-SANITARY AUTHORITY, OR
HECETA WATERP.U.D., OR
HELIX CEMETERY MAINTENANCE DISTRICT #4, OR

HELIX PARK & RECREATION DISTRICT, OR
HELIX R.F.P.D. #7-411, OR

HEPPNER CEMETERY MAINTENANCE DISTRICT, OR
HEPPNER R.F.P.D., OR

HEPPNER WATER CONTROL DISTRICT, OR

HEREFORD COMMUNITY HALL RECREATION

DISTRICT, OR

HERMISTON CEMETERY DISTRICT, OR

HERMISTON IRRIGATION DISTRICT, OR

HIDDEN VALLEY MOBILE ESTA TES IMPROVEMENT

DISTRICT, OR

HIGH DESERT PARK & RECREATION DISTRICT, OR

HIGHLAND SUBDIVISION WATER DISTRICT, OR

HONOLULU INTERNATIONAL AIRPORT
Version April 12, 2022

HOOD RIVER COUNTY LIBRARY DISTRICT, OR

HOOD RIVER COUNTY TRANSPORTATION DISTRICT,
OR
HOOD RIVER S.W.C.D., OR

HOOD RIVER VALLEY PARKS & RECREATION

DISTRICT, OR
HOOD LAND FIRE DISTRICT #74
HOODLAND FIRE DISTRICT #74, OR

HORSEFLY IRRIGATION DISTRICT, OR
HOSKINS-KINGS VALLEY R.F.P.D., OR

HOUSING AUTHORITY OF PORTLAND
HUBBARD R.F.P.D., OR

HUDSON BAY DISTRICT IMPROVEMENT COMPANY,
OR

IN (KAY) YOUNG DITCH DISTRICT IMPROVEMENT

COMPANY,OR

ICE FOUNTAIN WATER DISTRICT, OR

IDAHO POINT SPECIAL ROAD DISTRICT, OR

IDANHA-DETROIT RURAL FIRE PROTECTION

DISTRICT, OR

ILLINOIS VALLEY FIRE DISTRICT
ILLINOIS VALLEY R.F.P.D., OR
ILLINOIS VALLEY S.W.C.D., OR
IMBLER R.F.P.D., OR
INTERLACHEN WATER P .U.D., OR

IONE LIBRARY DISTRICT, OR
IONE R.F.P.D. #6-604, OR

IRONSIDE CEMETERY MAINTENANCE DISTRICT, OR
IRONSIDE RURAL ROAD DISTRICT #5, OR

IRRIGON PARK & RECREATION DISTRICT, OR
IRRIGON R.F.P.D., OR

ISLAND CITY AREA SANITATION DISTRICT, OR

ISLAND CITY CEMETERY MAINTENANCE DISTRICT,
OR

JACK PINE VILLAGE SPECIAL ROAD DISTRICT, OR
JACKSON COUNTY FIRE DISTRICT #3, OR
JACKSON COUNTY FIRE DISTRICT #4, OR
JACKSON COUNTY FIRE DISTRICT #5, OR

JACKSON COUNTY LIBRARY DISTRICT, OR

JACKSON COUNTY VECTOR CONTROL DISTRICT, OR
JACKSON S.W.C.D., OR

JASPER KNOLLS WATER DISTRICT, OR

JEFFERSON COUNTY EMERGENCY MEDICAL

SERVICE DISTPJCT, OR
JEFFERSON COUNTY FIRE DISTRICT #1, OR

JEFFERSON COUNTY LIBRARY DISTRICT, OR
JEFFERSON COUNTY S.W.C.D., OR

JEFFERSON P ARI( & RECREATION DISTRICT, OR
JEFFERSON R.F.P.D., OR

JOB'S DRAINAGE DISTRICT, OR

JOHN DAY WATER DISTRICT, OR

JOHN DAY-CANYON CITY PARKS & RECREATION

DISTRICT, OR
JOHN DAY-FERNHILL R.F.P.D. #5-108, OR

JORDAN VALLEY CEMETERY DISTRICT, OR

JORDAN VALLEY IRRIGATION DISTRICT, OR

JOSEPHINE COMMUNITY LIBRARY DISTRICT, OR
JOSEPHINE COUNTY 4-H & EXTENSION SERVICE

DISTRICT, OR
JOSEPHINE COUNTY 911 AGENCY, OR
JUNCTION CITY R.F.P.D., OR

JUNCTION CITY WATER CONTROL DISTRICT, OR

JUNIPER BUTTE ROAD DISTRICT, OR

JUNIPER CANYON WATER CONTROL DISTRICT, OR

JUNIPER FLAT DISTRICT IMPROVEMENT COMPANY,
OR
JUNIPERFLATR.F.P.D., OR

JUNO NONPROFIT WATER IMPROVEMENT

DISTRICT, OR
KEATING R.F.P.D., OR
KEATING S.W.C.D., OR
KEIZER R.F.P.D., OR

KELLOGG RURAL FIRE DISTRICT, OR

KENO IRRIGATION DISTRICT, OR

KENO PINES ROAD DISTRICT, OR
KENO R.F.P.D., OR

KENT WATER DISTRICT, OR

KERBY WATER DISTRICT, OR

K-GB-LB WATER DISTRICT, OR

KILCHIS WATER DISTRICT, OR
KLAMATH 9-1-1 COMMUNICATIONS DISTRICT, OR

KLAMATH BASIN IMPROVEMENT DISTRICT, OR

KLAMATH COUNTY DRAINAGE SERVICE DISTRICT,
OR

KLAMATH COUNTY EXTENSION SERVICE DISTRICT,
OR
KLAMATH COUNTY FIRE DISTRICT #1, OR
KLAMATH COUNTY FIRE DISTRICT #3, OR
KLAMATH COUNTY FIRE DISTRICT #4, OR
KLAMATH COUNTY FIRE DISTRICT #5, OR

KLAMATH COUNTY LIBRARY SERVICE DISTRICT,
OR

KLAMATH COUNTY PREDATORY ANIMAL

CONTROL DISTRICT, OR

KLAMATH DRAINAGE DISTRICT, OR

KLAMATH FALLS FOREST ESTATES SPECIAL ROAD
DISTRICT UNIT #2, OR

KLAMATH INTEROPERABILITY RADIO GROUP, OR

KLAMATH IRRIGATION DISTRICT, OR

KLAMATH RIVER ACRES SPECIAL ROAD DISTRICT,
OR
KLAMATH S.W.C.D., OR

KLAMATH VECTOR CONTROL DISTRICT, OR
KNAPPA-SVENSEN-BURNSIDE R.F.P.D., OR

LA GRANDE CEMETERY MAINTENANCE DISTRICT,
OR
LA GRANDE R.F.P.D., OR

LA PINE PARK & RECREATION DISTRICT, OR
LA PINE R.F.P.D., OR

LABISH VILLAGE SEWAGE & DRAINAGE, OR

LACOMB IRRIGATION DISTRICT, OR

LAFAYETTE AIRPORT COMMISSION, LA

LAFOURCHE PARISH HEALTH UNIT DHH-OPH
REGION3

LAIDLAW WATER DISTRICT, OR

LAKE CHINOOK FIRE & RESCUE, OR
LAKE COUNTY 4-H & EXTENSION SERVICE

DISTRICT, OR

LAKE COUNTY LIBRARY DISTRICT, OR
LAKE CREEK R.F.P.D. - JACKSON, OR
LAKE CREEK R.F.P.D. - LANE COUNTY, OR

LAKE DISTRICT HOSPITAL, OR
LAKE GROVE R.F.P.D. NO. 57, OR

LAKE GROVE WATER DISTRICT, OR

LAKE LABISH WATER CONTROL DISTRICT, OR

LAKE POINT SPECIAL ROAD DISTRICT, OR
LAKESIDE R.F.P.D. #4, OR

LAKESIDE WATER DISTRICT, OR
LAKEVIEW R.F.P.D., OR
LAKEVIEW S.W.C.D., OR

LAMONT AI IMPROVEMENT DISTRICT, OR

LANE FIRE AUTHORITY, OR

LANE LIBRARY DISTRICT, OR

LANE TRANSIT DISTRICT, OR

LAN GELL VALLEY IRRIGATION DISTRICT, OR
Version April 12, 2022

LANGLOIS PUBLIC LIBRARY, OR
LANGLOIS R.F.P.D., OR

LANGLOIS WATER DISTRICT, OR

LAZY RIVER SPECIAL ROAD DISTRICT, OR

LEBANON AQUATIC DISTRICT, OR
LEBANON R.F.P.D., OR
LEWIS & CLARK R.F.P.D., OR

LINCOLN COUNTY LIBRARY DISTRICT, OR
LINCOLN S.W.C.D., OR

LINN COUNTY EMERGENCY TELEPHONE AGENCY,
OR
LINN S.W.C.D., OR

LITTLE MUDDY CREEK WATER CONTROL, OR

LITTLE NESTUCCA DRAINAGE DISTRICT, OR

LITTLE SWITZERLAND SPECIAL ROAD DISTRICT, OR

LONE PINE IRRIGATION DISTRICT, OR

LONG PRAIRIE WATER DISTRICT, OR

LOOKINGGLASS OLALLA WATER CONTROL

DISTRICT, OR

LOOKINGGLASS RURAL FIRE DISTRICT, OR
LORANE R.F.P.D., OR

LOST & BOULDER DITCH IMPROVEMENT DISTRICT,
OR
LOST CREEK PARI<. SPECIAL ROAD DISTRICT, OR

LOUISIANA PUBLIC SERVICE COMMISSION, LA

LOUISIANA WATER WORKS
LOWELL R.F.P.D., OR
LOWER MCKAY CREEK R.F.P.D., OR

LOWER MCKAY CREEK WATER CONTROL

DISTRICT, OR

LOWER POWDER RIVER IRRIGATION DISTRICT, OR

LOWER SILETZ WATER DISTRICT, OR

LOWER UMPQUA HOSPITAL DISTRICT, OR
LOWER UMPQUA P ARI<. & RECREATION DISTRICT,
OR

LOWER VALLEY WATER IMPROVEMENT DISTRICT,
OR
LUCE LONG DITCH DISTRICT IMPROVEMENT CO.,
OR

LUSTED WATER DISTRICT, OR
LYONS R.F.P.D., OR

LYONS-MEHAMA WATER DISTRICT, OR

MADRAS AQUATIC CENTER DISTRICT, OR

MAKAI SPECIAL ROAD DISTRICT, OR
MALHEUR COUNTY S.W.C.D., OR

MALHEUR COUNTY VECTOR CONTROL DISTRICT,
OR

MALHEUR DISTRICT IMPROVEMENT COMPANY, OR

MALHEUR DRAINAGE DISTRICT, OR

MALHEUR MEMORIAL HEALTH DISTRICT, OR

MALIN COMMUNITY CEMETERY MAINTENANCE

DISTRICT, OR

MALIN COMMUNITY PARK & RECREATION

DISTRICT, OR

MALIN IRRIGATION DISTRICT, OR
MALIN R.F.P.D., OR

MAPLETON FIRE DEPARTMENT, OR

MAPLETON WATER DISTRICT, OR

MARCOLA WATER DISTRICT, OR
MARION COUNTY EXTENSION & 4H SERVICE

DISTRICT, OR
MARION COUNTY FIRE DISTRICT #1, OR

MARION JACK IMPROVEMENT DISTRICT, OR
MARION S.W.C.D., OR

MARY'S RIVER ESTATES ROAD DISTRICT, OR

MCDONALD FOREST ESTATES SPECIAL ROAD

DISTRICT, OR

MCKAY ACRES IMPROVEMENT DISTRICT, OR
MCKAY DAM R.F.P.D. # 7-410, OR

MCKENZIE FIRE & RESCUE, OR

MCKENZIE PALISADES WATER SUPPLY

CORPORATION, OR
MCMINNVILLE R.F.P.D., OR
MCNULTY WATERP.U.D., OR

MEADOWS DRAINAGE DISTRICT, OR

MEDFORD IRRIGATION DISTRICT, OR
MEDFORD R.F.P.D. #2, OR

MEDFORD WATER COMMISSION
MEDICAL SPRINGS R.F.P.D., OR

MELHEUR COUNTY JAIL, OR

MERLIN COMMUNITY PARK DISTRICT, OR

MERRILL CEMETERY MAINTENANCE DISTRICT, OR

MERRILL PARK DISTRICT, OR
MERRILL R.F.P.D., OR

METRO REGIONAL GOVERNMENT

METRO REGIONAL PARKS

METROPOLITAN EXPOSITION RECREATION

COMMISSION

METROPOLITAN SERVICE DISTRICT (METRO)

MID COUNTY CEMETERY MAINTENANCE DISTRICT,
OR

MID-COLUMBIA FIRE AND RESCUE, OR

MIDDLE FORK IRRIGATION DISTRICT, OR

MIDLAND COMMUNITY PARK, OR

MIDLAND DRAINAGE IMPROVEMENT DISTRICT, OR

MILES CROSSING SANITARY SEWER DISTRICT, OR
MILL CITY R.F.P.D. #2-303, OR

MILL FOUR DRAINAGE DISTRICT, OR

MILLICOMA RIVER PARI( & RECREATION DISTRICT,
OR
MILLINGTON R.F.P.D. #5, OR

MILO VOLUNTEER FIRE DEPARTMENT, OR

MILTON-FREEWATER AMBULANCE SERVICE AREA

HEALTH DISTRICT, OR

MILTON-FREEWATER WATER CONTROL DISTRICT,
OR

MIROCO SPECIAL ROAD DISTRICT, OR
MIST-BIRICENFELD R.F.P.D., OR

MODOC POINT IRRIGATION DISTRICT, OR

MODOC POINT SANITARY DISTRICT, OR
MORA WK VALLEY R.F.P.D., OR

MOLALLA AQUATIC DISTRICT, OR
MOLALLA R.F.P.D. #73, OR
MONITOR R.F.P.D., OR
MONROE R.F.P.D., OR

MONUMENT CEMETERY MAINTENANCE DISTRICT,
OR
MONUMENT S.W.C.D., OR

MOOREA DRIVE SPECIAL ROAD DISTRICT, OR
MORO R.F.P.D., OR

MORROW COUNTY HEALTH DISTRICT, OR

MORROW COUNTY UNIFIED RECREATION

DISTRICT, OR
MORROW S.W.C.D., OR

MOSIER FIRE DISTRICT, OR

MOUNTAIN DRIVE SPECIAL ROAD DISTRICT, OR
MT. ANGEL R.F.P.D., OR
MT. HOOD IRRIGATION DISTRICT, OR
MT. LAKI CEMETERY DISTRICT, OR
MT. VERNON R.F.P.D., OR
MULINO WATERDISTRICT#l, OR
MULTNOMAH COUNTY DRAINAGE DISTRICT #1, OR
MULTNOMAH COUNTY R.F.P.D. #10, OR
MULTNOMAH COUNTY R.F.P.D. #14, OR

MULTNOMAH EDUCATION SERVICE DISTRICT
MYRTLE CREEK R.F.P.D., OR
Version April 12, 2022

NEAR-KAH-NIE WATER DISTRICT, OR
NEDONNA R.F.P.D., OR

NEHALEM BAY FIRE AND RESCUE, OR

NEHALEM BAY HEAL TH DISTRICT, OR

NEHALEM BAY WASTEWATER AGENCY, OR

NESIKA BEACH-OPHIR WATER DISTRICT, OR

NESKOWIN REGIONAL SANITARY AUTHORITY, OR

NESKOWIN REGIONAL WATER DISTRICT, OR
NESTUCCA R.F.P.D., OR

NET ARTS WATER DISTRICT, OR
NET ARTS-OCEANSIDE R.F.P.D., OR

NETARTS-OCEANSIDE SANITARY DISTRICT, OR

NEW BRIDGE WATER SUPPLY DISTRICT, OR

NEW CARLTON FIRE DISTRICT, OR

NEW ORLEANS REDEVELOPMENT AUTHORITY, LA
NEW PINE CREEK R.F.P.D., OR
NEWBERG R.F.P.D., OR

NEWBERRY ESTATES SPECIAL ROAD DISTRICT, OR
NEWPORT R.F.P.D., OR

NEWT YOUNG DITCH DISTRICT IMPROVEMENT

COMPANY,OR
NORTH ALBANY R.F.P.D., OR
NORTH BAY R.F.P.D. #9, OR

NORTH CLACKAMAS PARKS & RECREATION

DISTRICT, OR

NORTH COUNTY RECREATION DISTRICT, OR

NORTH DOUGLAS COUNTY FIRE & EMS, OR

NORTH DOUGLAS PARK & RECREATION DISTRICT,
OR

NORTH GILLIAM COUNTY HEALTH DISTRICT, OR
NORTH GILLIAM COUNTY R.F.P.D., OR

NORTH LAKE HEAL TH DISTRICT, OR

NORTH LEBANON WATER CONTROL DISTRICT, OR
NORTH LINCOLN FIRE & RESCUE DISTRICT #1, OR

NORTH LINCOLN HEAL TH DISTRICT, OR

NORTH MORROW VECTOR CONTROL DISTRICT, OR
NORTH SHERMAN COUNTY R.F.P.D, OR

NORTH UNIT IRRIGATION DISTRICT, OR

NORTHEAST OREGON HOUSING AUTHORITY, OR

NORTHEAST WHEELER COUNTY HEALTH DISTRICT,
OR
NORTHERN WASCO COUNTY P.U.D., OR

NORTHERN WASCO COUNTY PARK & RECREATION

DISTRICT, OR

NYE DITCH USERS DISTRICT IMPROVEMENT, OR
NYSSA ROAD ASSESSMENT DISTRICT #2, OR

NYSSA RURAL FIRE DISTRICT, OR

NYSSA-ARCADIA DRAINAGE DISTRICT, OR

OAK LODGE WATER SERVICES, OR
OAKLAND R.F.P.D., OR

OAKVILLE COMMUNITY CENTER, OR

OCEANSIDE WATER DISTRICT, OR

OCHOCO IRRIGATION DISTRICT, OR

OCHOCO WEST WATER AND SANITARY

AUTHORITY, OR

ODELL SANITARY DISTRICT, OR

OLD OWYHEE DITCH IMPROVEMENT DISTRICT, OR

OLNEY-WALLUSKI FIRE & RESCUE DISTRICT, OR

ONTARIO LIBRARY DISTRICT, OR
ONTARIO R.F.P.D., OR
OPHIR R.F.P.D., OR

OREGON COAST COMMUNITY ACTION

OREGON HOUSING AND COMMUNITY SERVICES

OREGON INTERNATIONAL PORT OF COOS BAY, OR

OREGON LEGISLATIVE ADMINISTRATION
OREGON OUTBACK R.F.P.D., OR

OREGON POINT, OR

OREGON TRAIL LIBRARY DISTRICT, OR

OTTER ROCK WATER DISTRICT, OR
OWW UNIT#2 SANITARY DISTRICT, OR

OWYHEE CEMETERY MAINTENANCE DISTRICT, OR

OWYHEE IRRIGATION DISTRICT, OR

PACIFIC CITY JOINT WATER-SANITARY

AUTHORITY, OR

PACIFIC COMMUNITIES HEALTH DISTRICT, OR
PACIFIC RIVIERA #3 SPECIAL ROAD DISTRICT, OR

PALATINE HILL WATER DISTRICT, OR

PALMER CREEK WATER DISTRICT IMPROVEMENT

COMPANY,OR

PANORAMIC ACCESS SPECIAL ROAD DISTRICT, OR

PANTHER CREEK ROAD DISTRICT, OR

PANTHER CREEK WATER DISTRICT, OR
PARKDALE R.F.P.D., OR

PARKDALE SANITARY DISTRICT, OR
PENINSULA DRAINAGE DISTRICT #1, OR
PENINSULA DRAINAGE DISTRICT #2, OR

PHILOMATH FIRE AND RESCUE, OR

PILOT ROCK CEMETERY MAINTENANCE DISTRICT
#5, OR

PILOT ROCK PARK & RECREATION DISTRICT, OR
PILOT ROCK R.F.P.D., OR

PINE EAGLE HEALTH DISTRICT, OR

PINE FLAT DISTRICT IMPROVEMENT COMPANY, OR

PINE GROVE IRRIGATION DISTRICT, OR

PINE GROVE WATER DISTRICT-KLAMATH FALLS,
OR

PINE GROVE WATER DISTRICT-MAUPIN, OR

PINE VALLEY CEMETERY DISTRICT, OR
PINE VALLEY R.F.P.D., OR

PINEWOOD COUNTRY ESTATES SPECIAL ROAD

DISTRICT, OR

PIONEER DISTRICT IMPROVEMENT COMPANY, OR

PISTOL RIVER CEMETERY MAINTENANCE

DISTRICT, OR

PISTOL RIVER FIRE DISTRICT, OR
PLEASANT HILL R.F.P.D., OR

PLEASANT HOME WATER DISTRICT, OR

POCAHONTAS MINING AND IRRIGATION DISTRICT,
OR

POE VALLEY IMPROVEMENT DISTRICT, OR

POE VALLEY PARI( & RECREATION DISTRICT, OR

POE VALLEY VECTOR CONTROL DISTRICT, OR
POLK COUNTY FIRE DISTRICT #1, OR
POLK S.W.C.D., OR

POMPADOUR WATER IMPROVEMENT DISTRICT, OR

PONDEROSA PINES EAST SPECIAL ROAD DISTRICT,
OR

PORT OF ALSEA, OR

PORT OF ARLINGTON, OR

PORT OF ASTORIA, OR

PORT OF BANDON, OR

PORT OF BRANDON, OR

PORT OF BROOKINGS HARBOR, OR

PORT OF CASCADE LOCKS, OR

PORT OF COQUILLE RIVER, OR

PORT OF GARIBALDI, OR

PORT OF GOLD BEACH, OR

PORT OF HOOD RIVER, OR

PORT OF MORGAN CITY, LA

PORT OF MORROW, OR

PORT OF NEHALEM, OR

PORT OF NEWPORT, OR

PORT OF PORT ORFORD, OR

PORT OF PORTLAND, OR

PORT OF SIUSLA W, OR
PORT OF ST. HELENS, OR
Version April 12, 2022

PORT OF THE DALLES, OR

PORT OF TILLAMOOK BAY, OR

PORT OF TOLEDO, OR

PORT OF UMATILLA, OR

PORT OF UMPQUA, OR

PORT ORFORD CEMETERY MAINTENANCE

DISTRICT, OR

PORT ORFORD PUBLIC LIBRARY DISTRICT, OR
PORT ORFORD R.F.P.D., OR

PORTLAND DEVELOPMENT COMMISSION, OR

PORTLAND FIRE AND RESCUE

PORTLAND HOUSING CENTER, OR
POWDER R.F.P.D., OR
POWDER RIVER R.F.P.D., OR

POWDER VALLEY WATER CONTROL DISTRICT, OR

POWERS HEALTH DISTRICT, OR

PRAIRIE CEMETERY MAINTENANCE DISTRICT, OR

PRINEVILLE LAKE ACRES SPECIAL ROAD DISTRICT
#1,OR
PROSPECT R.F.P.D., OR

QUAIL VALLEY PARK IMPROVEMENT DISTRICT, OR

QUEENER IRRIGATION IMPROVEMENT DISTRICT,
OR

RAINBOW WATER DISTRICT, OR

RAINIER CEMETERY DISTRICT, OR

RAINIER DRAINAGE IMPROVEMENT COMPANY, OR

RALEIGH WATER DISTRICT, OR

REDMOND AREA PARK & RECREATION DISTRICT,
OR

REDMOND FIRE AND RESCUE, OR

RIDDLE FIRE PROTECTION DISTRICT, OR

RIDGEWOOD DISTRICT IMPROVEMENT COMPANY,
OR

RIDGEWOOD ROAD DISTRICT, OR

RIETH SANITARY DISTRICT, OR

RIETH WATER DISTRICT, OR

RIMROCK WEST IMPROVEMENT DISTRICT, OR

RINK CREEK WATER DISTRICT, OR

RIVER BEND ESTATES SPECIAL ROAD DISTRICT, OR

RIVER FOREST ACRES SPECIAL ROAD DISTRICT, OR

RIVER MEADOWS IMPROVEMENT DISTRICT, OR

RIVER PINES ESTATES SPECIAL ROAD DISTRICT, OR

RIVER ROAD PARK & RECREATION DISTRICT, OR

RIVER ROAD WATER DISTRICT, OR

RIVERBEND RIVERBANI( WATER IMPROVEMENT

DISTRICT, OR
RIVERDALE R.F.P.D. 11-JT, OR

RIVERGROVE WATER DISTRICT, OR

RIVERSIDE MISSION WATER CONTROL DISTRICT,
OR
RIVERSIDE R.F.P.D. #7-406, OR

RIVERSIDE WATER DISTRICT, OR

ROBERTS CREEK WATER DISTRICT, OR

ROCK CREEK DISTRICT IMPROVEMENT, OR

ROCK CREEK WATER DISTRICT, OR
ROCKWOOD WATER P.U.D., OR

ROCKY POINT FIRE & EMS, OR
ROGUE RIVER R.F.P.D., OR

ROGUE RIVER VALLEY IRRIGATION DISTRICT, OR

ROGUE VALLEY SEWER SERVICES, OR

ROGUE VALLEY SEWER, OR

ROGUE VALLEY TRANSPORTATION DISTRICT, OR

ROSEBURG URBAN SANITARY AUTHORITY, OR

ROSEWOOD ESTATES ROAD DISTRICT, OR

ROW RIVER VALLEY WATER DISTRICT, OR
RURAL ROAD ASSESSMENT DISTRICT #3, OR
RURAL ROAD ASSESSMENT DISTRICT #4, OR

SAINT LANDRY PARISH TOURIST COMMISSION
SAINT MARY PARISH REC DISTRICT 2
SAINT MARY PARISH REC DISTRICT 3
SAINT TAMMANY FIRE DISTRICT 4, LA

SALEM AREA MASS TRANSIT DISTRICT, OR

SALEM MASS TRANSIT DISTRICT
SALEM SUBURBAN R.F.P.D., OR

SALISHAN SANITARY DISTRICT, OR

SALMON RIVER PARK SPECIAL ROAD DISTRICT, OR

SALMON RIVER PARK WATER IMPROVEMENT

DISTRICT, OR

SALMONBERRY TRAIL INTERGOVERNMENTAL

AGENCY,OR

SANDPIPER VILLAGE SPECIAL ROAD DISTRICT, OR

SANDY DRAINAGE IMPROVEMENT COMPANY, OR
SANDY R.F.P.D. #72, OR
SANTA CLARA R.F.P.D., OR

SANTA CLARA WATER DISTRICT, OR

SANTIAM WATER CONTROL DISTRICT, OR

SAUVIE ISLAND DRAINAGE IMPROVEMENT

COMPANY, OR
SAUVIE ISLAND VOLUNTEER FIRE DISTRICT #30J,
OR

SCAPPOOSE DRAINAGE IMPROVEMENT COMP ANY,
OR

SCAPPOOSE PUBLIC LIBRARY DISTRICT, OR
SCAPPOOSE R.F.P.D., OR
SCIO R.F.P.D., OR
SCOTTSBURG R.F.P.D., OR
SEAL ROCK R.F.P.D., OR

SEAL ROCK WATER DISTRICT, OR

SEWERAGE AND WATER BOARD OF NEW ORLEANS,
LA

SHANGRI-LA WATER DISTRICT, OR

SHASTA VIEW IRRIGATION DISTRICT, OR

SHELLEY ROAD CREST ACRES WATER DISTRICT,
OR

SHERIDAN FIRE DISTRICT, OR

SHERMAN COUNTY HEALTH DISTRICT, OR
SHERMAN COUNTY S.W.C.D., OR

SHORELINE SANITARY DISTRICT, OR

SILETZ KEYS SANITARY DISTRICT, OR
SILETZ R.F.P.D., OR

SIL VER FALLS LIBRARY DISTRICT, OR

SIL VER LAKE IRRIGATION DISTRICT, OR
SILVER LAKE R.F.P.D., OR

SIL VER SANDS SPECIAL ROAD DISTRICT, OR
SILVERTON R.F.P.D. NO. 2, OR

SISTERS PARKS & RECREATION DISTRICT, OR
SISTERS-CAMP SHERMAN R.F.P.D., OR

SIUSLA W PUBLIC LIBRARY DISTRICT, OR
SIUSLA W S.W.C.D., OR

SIUSLA W VALLEY FIRE AND RESCUE, OR
SIXES R.F.P.D., OR

SKIPANON WATER CONTROL DISTRICT, OR

SKYLINE VIEW DISTRICT IMPROVEMENT

COMPANY,OR

SLEEPY HOLLOW WATER DISTRICT, OR

SMITH DITCH DISTRICT IMPROVEMENT COMP ANY,
OR

SOUTH CLACKAMAS TRANSPORTATION DISTRICT,
OR

SOUTH COUNTY HEALTH DISTRICT, OR
SOUTH FORI<. WATER BOARD, OR

SOUTH GILLIAM COUNTY CEMETERY DISTRICT, OR

SOUTH GILLIAM COUNTY HEALTH DISTRICT, OR
SOUTH GILLIAM COUNTY R.F.P.D. VI-301, OR

SOUTH LAFOURCHE LEVEE DISTRICT, LA

SOUTH LANE COUNTY FIRE & RESCUE, OR
Version April 12, 2022

SOUTH SANTIAM RIVER WATER CONTROL

DISTRICT, OR

SOUTH SHERMAN FIRE DISTRICT, OR

SOUTH SUBURBAN SANITARY DISTRICT, OR

SOUTH WASCO PARK & RECREATION DISTRICT, OR

SOUTHERN COOS HEAL TH DISTRICT, OR
SOUTHERN CURRY CEMETERY MATI\fTENANCE

DISTRICT, OR

SOUTHVIEW IMPROVEMENT DISTRICT, OR

SOUTHWEST LINCOLN COUNTY WATER DISTRICT,
OR
SOUTHWESTERN POLK COUNTY R.F.P.D., OR

SOUTHWOOD PARK WATER DISTRICT, OR
SPECIAL ROAD DISTRICT #1, OR
SPECIAL ROAD DISTRICT #8, OR

SPRING RIVER SPECIAL ROAD DISTRICT, OR

SPRINGFIELD UTILITY BOARD, OR
ST. PAUL R.F.P.D., OR
STANFIELD CEMETERY DISTRICT#6, OR

STANFIELD IRRIGATION DISTRICT, OR

ST ARR CREEK ROAD DISTRICT, OR

STARWOOD SANITARY DISTRICT, OR

STAYTON FIRE DISTRICT, OR

SUBLIMITY FIRE DISTRICT, OR

SUBURBAN EAST SALEM WATER DISTRICT, OR

SUBURBAN LIGHTING DISTRICT, OR

SUCCOR CREEK DISTRICT IMPROVEMENT

COMPANY,OR

SUMMER LAKE IRRIGATION DISTRICT, OR

SUMMERVILLE CEMETERY MAINTENANCE

DISTRICT, OR
SUMNER R.F.P.D., OR

SUN MOUNTAIN SPECIAL ROAD DISTRICT, OR

SUNDOWN SANITATION DISTRICT, OR

SUNFOREST ESTATES SPECIAL ROAD DISTRICT, OR

SUNNYSIDE IRRIGATION DISTRICT, OR

SUNRISE WATER AUTHORITY, OR

SUNRIVER SERVICE DISTRICT, OR

SUNSET EMPIRE PARK & RECREATION DISTRICT,
OR

SUNSET EMPIRE TRANSPORTATION DISTRICT, OR

SURFLAND ROAD DISTRICT, OR

SUTHERLIN VALLEY RECREATION DISTRICT, OR

SUTHERLIN WATER CONTROL DISTRICT, OR

SW ALLEY IRRIGATION DISTRICT, OR

SWEET HOME CEMETERY MAINTENANCE DISTRICT,
OR

SWEET HOME FIRE & AMBULANCE DISTRICT, OR
SWISSHOME-DEADWOOD R.F.P.D., OR

TABLE ROCK DISTRICT IMPROVEMENT COMPANY,
OR

TALENT IRRIGATION DISTRICT, OR
TANGENT R.F.P.D., OR
TENMILE R.F.P.D., OR

TERREBONNE DOMESTIC WATER DISTRICT, OR

THE DALLES IRRIGATION DISTRICT, OR
THOMAS CREEK-WESTSIDE R.F.P.D., OR

THREE RIVERS RANCH ROAD DISTRICT, OR

THREE SISTERS IRRIGATION DISTRICT, OR

TIGARD TUALATIN AQUATIC DISTRICT, OR

TIGARD WATER DISTRICT, OR

TILLAMOOK BAY FLOOD IMPROVEMENT DISTRICT,
OR

TILLAMOOK COUNTY EMERGENCY

COMMUNICATIONS DISTRICT, OR
TILLAMOOK COUNTY S.W.C.D., OR

TILLAMOOK COUNTY TRANSPORTATION DISTRICT,
OR

TILLAMOOK FIRE DISTRICT, OR
TILLAMOOK P.U.D., OR
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TOBIN DITCH DISTRICT IMPROVEMENT COMP ANY,
OR
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TRIMET,OR
TUALATIN HILLS PARI<. & RECREATION DISTRICT

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TUALATIN S.W.C.D., OR

TUALATIN VALLEY FIRE & RESCUE

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WALLOW A LAKE COUNTY SERVICE DISTRICT, OR

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CORVALLIS SCHOOL DISTRICT 509J
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CUL VER SCHOOL DISTRICT
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DE LA SALLE N CATHOLIC HS
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MONROE SCHOOL DISTRICT NO. lJ

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DISTRICT

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STATE AGENCIES
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SEIU LOCAL 503, OPEU

SOH- JUDICIARY CONTRACTS AND PURCH
Version April 12, 2022

STATE DEPARTMENT OF DEFENSE, STATE OF
HAWAII

STATE OF HAWAII
STA TE OF HAW All, DEPT. OF EDUCATION

ST A TE OF LOUISIANA
STATE OF LOUISIANA DEPT. OF EDUCATION
STATE OF LOUISIANA, 26TH JUDICIAL DISTRICT

ATTORNEY

STATE OF UTAH
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, October 20, 2026, 5:00 PM
CONSENT 21.

To: Honorable Mayor and City Council
From: Nora A. Garcia , Director of Public Safety & Emergency Management PS Administration Subject: CONSIDER APPROVAL OF AMENDMENT NO. 4 TO THE CLIMATEC, LLC SERVICES AGREEMENT (C24-109) TO INCREASE THE CONTRACT SUM AND MEMORIALIZE THE NAME CHANGE

FROM CLIMATEC, LLC TO BOSCH BUILDING TECHNOLOGIES LLC (CITY COUNCIL) I. SUMMARY
On May 27, 2022, City and West Coast Fire & Integration, Inc. (Contractor) entered into a contract to provide comprehensive fire alarm and intrusion alarm system monitoring services at a cost not to exceed $328,820.56.

The parties have since amended the Agreement multiple times, and staff is now requesting City Council approval of Amendment No. 4 to increase the contract sum by a not to exceed amount of $50,000.00 to provide sufficient contract authority for services through the remaining term of the Agreement. Approval of Amendment No. 4 will increase the contract sum from $438,985.23 to $488,985.23. Amendment No. 4 will also memorialize the name change from Climatec, LLC to Bosch Building Technologies LLC, effective January 1, 2026.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 4 to the agreement with Bosch Building Technologies LLC, formerly Climatec, LLC, to increase the contract sum from $438,985.23 to $488,985.23 and memorialize the name change from Climatec, LLC to Bosch Building Technologies LLC; and,

2. AUTHORIZE the Mayor to execute Amendment No. 4, following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE any other action the City Council deems appropriate that is consistent with the requirement of law.

IV. BACKGROUND
City Council approved a five-year contract to the lowest responsive and qualified bidder West Coast Fire & Integration, Inc., to provide citywide comprehensive fire and intrusion alarm system monitoring and maintenance services at City Hall, Community Center, Corporate Yard, and City Parks, at a cost not to exceed $328,820.56.

On June 14, 2023, staff was informed that the new HVAC units at City Hall required LFS system integration and the Basement and IT room AHU systems for the Fire Suppression System project needed a shutdown sequence to comply with the fire code. Additionally, a replacement SIGA-270 pull station needed to be provided at the Community Center and a new wireless communicator was added by changing the cell carrier from Verizon to AT&T at Stevenson Park. Incorporation of these additional services to the original contract's scope of services resulted in Amendment No. 1, which was approved by the City Council on October 3, 2023. This amendment resulted in an increase to the base contract sum of $328,820.56 to $361,045.56.

On or about December 19, 2023, under the City's Contract Officer's authority pursuant to Section 1.8 of the Agreement, the Contract Sum was increased by $2,415.00 for extra work performed by West Coast Fire & Integration, Inc., which increased the contract sum from $361,045.56 to $363,460.56.

On September 8, 2023, West Coast Fire & Integration, Inc. (WCF) was acquired by Climatec, LLC (Climatec) with the intention for Climatec to accept all of WCF's rights, interest, duties and obligations under the agreement.

Section 4.5 of the original agreement states that “neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City." As a result, Amendment No. 2, approved by the City Council on February 20, 2024, authorized the assignment of the agreement from WCF to Climatec, effective retroactively as of September 8, 2023.

On June 14, 2024 and July 24, 2024, under the City's Contract Officer's authority pursuant to Section 1.8 of the Agreement, extra work performed at various city facilities in the amount of $2,965.00 and $12,559.67, respectively, was authorized thereby increasing the contract sum to $378,985.23.

The City Hall basement underwent renovations (Capital Improvement Project PW1731) to provide necessary upgrades. This included the Emergency Operation Center (EOC), as well as the administrative office space for the Public Safety & Emergency Management (PS/EM) and the Information Technology and Security Departments.

Additional work related to the fire and life safety systems was identified and needed to support the upgrades being completed as part of the basement renovation project. As a result, Amendment No. 3 was approved by the City Council on May 21, 2025, increasing the contract by a total not to exceed amount of $60,000.00. Amendment No. 3 increased the total contract sum from $378,985.23 to $438,985.23.

Climatec subsequently notified the City that Climatec, LLC and Paladin Technologies rebranded their U.S. operations under the Bosch brand, effective January 1, 2026. As part of this transition, Climatec now operates as Bosch Building Technologies LLC, and existing contracts and accounts receivable are being formally assumed by Bosch Building Technologies LLC.

Staff is now requesting City Council approval of Amendment No. 4 to increase the contract by a total not to exceed amount of $50,000.00 to provide sufficient contract authority for services through the remaining term of the Agreement. Amendment No. 4 will increase the total contract sum from $438,985.23 to $488,985.23 and will also memorialize the name change from Climatec, LLC to Bosch Building Technologies LLC.

V. FISCAL IMPACT
If Amendment No. 4 is approved, the contract sum will increase by $50,000.00, from $438,985.23 to $488,985.23.

Funding for the additional $50,000.00 is available in GL Account No. 101-55-552-127-6004.

VI. EXHIBITS

1. Proposed Amendment No. 4

2. Bosch Building Technologies LLC Name Change Notification Attachments

1. Proposed Amendment No. 4

2. Bosch Building Technologies LLC Name Change Notification AMENDMENT NO. 4

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(“Amendment No. 4”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and BOSCH BUILDING TECHNOLOGIES LLC, an Arizona limited liability company (“Consultant”) is effective as of the ____ day of __________________, 2026.

RECITALS
A. City and West Coast Fire & Integration, Inc. (“WCF”) entered into that certain Agreement for Contractual Services dated May 27, 2022 (“Agreement”) whereby WCF agreed to provide fire and security systems monitoring and maintenance Services for 5 years, commencing July 1, 2022 and expiring on June 30, 2027, for a total Contract Sum of $328,820.56.

B. Additional services were required to include: connecting all existing relays to new HV AC units for shutdown at City Hall, conducting troubleshooting at City Hall for various issues, providing a replacement SIGA-270 pull station at the Community Center, and providing a new wireless communicator by changing the cell carrier from Verizon to AT&T at Stevenson Park Community Center (collectively, "Additional Services"), all of which were needed to be completed for fire and safety purposes.

C. On October 3, 2023, City and WCF entered into an amendment to the Agreement to add the Additional Services and increase compensation by $32,225 to cover the cost of the Additional Services for a total Contract Sum of $361,045.56 (“Amendment No. l”).

D. On or about December 19, 2023, under City's Contract Officer authority (“CO Authority”) pursuant to Section 1.8 of the Agreement, the Contract Sum was increased by $2,415.00 for extra work performed by WCF consisting of purchase and installation of batteries needed for equipment needed for the Services, thereby increasing the Contract Sum from $361,045.56 to $363,460.56.

E. On or around September 8, 2023, Climatec, LLC (“Climatec”) acquired WCF's assets and liabilities and otherwise acquired WCF' s business operations, and WCF assigned all of its rights, interests, duties and obligations under the Agreement to Climatec, and Climatec assumed the same. WCF evidenced its intent to assign by issuance of a letter dated September 8, 2023, remitted to the City, advising of Climatec’s acquisition of WCF and transfer of WCF's rights and responsibilities under the Agreement to Climatec, effective September 8, 2023.

F. Section 4.5 of the Agreement provides that “neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City.” Accordingly, WCF's September 8, 2023, letter was ineffective to serve as a transfer of any rights under the Agreement because it lacked City approval. Furthermore, a retroactive transfer is not permitted under the Agreement due to the requirement of prior City approval, and as such, the Agreement, absent an amendment, does not permit a transfer from WCF to Climatec that is effective as of September 8, 2023. However, the City was amenable to the requested assignment, as was Climatec. Therefore, the City and Climatec sought to enter into an amendment to add an exception to Section 4.5 of the Agreement to authorize a transfer and assignment of WCF's rights, interests, duties and obligations under the Agreement to Climatec, effective retroactively as of September 8, 2023, and WCF acknowledged and consented to same.

G. The invoices received by the City for services performed under the Agreement commencing as of September 26, 2023 were under the name of Climatec, not WCF. However, under the Agreement, as originally executed, the City was only authorized to make payments to WCF. Therefore, an amendment to the Agreement was necessary to ensure proper authorization for the City to process and pay invoices to Climatec for services performed under the Agreement dating back to September 26, 2023.

H. On May 8, 2024, City and Climatec entered into an amendment to the Agreement to authorize the assignment of the Agreement from WCF to Climatec, retroactive to September 8, 2023, and to thereby authorize the provision of the services under the Agreement by Climatec commencing as of said date, and to ratify and affirm the continuous and uninterrupted term of the Agreement commencing as of July 1, 2022 (“Amendment No. 2”).

I. On or about June 14, 2024, under City's CO Authority pursuant to Section 1.8 of the Agreement, the Contract Sum was increased by $2,965.00 for extra work performed by Climatec consisting of sale and installation of batteries for equipment needed for the Services, thereby increasing the Contract Sum to $366,425.56.

J. On or about July 24, 2024, under City’s CO Authority pursuant to Section 1.8 of the Agreement, the Contract Sum was increased by $12,559.67 for extra work performed by Climatec needed for the Services, thereby increasing the Contract Sum to $378,985.23. The Parties acknowledged that the Contract Officer Form which is the instrument by which the extra work was provided, does not include a stated date, but mutually agree to deem the effective date of the Contract Officer Form to be July 24, 2024, based on the upload date in the City’s financial system when the funding increase was recorded.

K. Additional services were required for City Hall basement renovations to include:
safe off all smoke detectors and coil up all the detectors for new tile construction, re-install all smoke detectors once tile is ready, re-route existing wires for HVAC ducts or any reason due to new layouts, supply materials as needed, supply new parts and programming, and complete any final inspection required by the authority having jurisdiction (collectively, “Amendment No. 3 Services”), all of which were needed to be completed for fire and safety purposes.

L. On June 1, 2025, City and Climatec entered into an amendment to the Agreement to increase compensation by $60,000 to cover the cost of Amendment No. 3 Services, for a total adjusted Contract Sum of $438,985.23 (“Amendment No. 3”).

M. Climatec advised City that, effective January 1, 2026, Climatec and Paladin Technologies rebranded their United States operations under Consultant’s Bosch brand and that the combined organization operates as Bosch Building Technologies LLC. Consultant acquired Climatec’s assets and liabilities and otherwise acquired Climatec’s business operations, and in connection therewith, Climatec has assigned all of its rights, interests, duties and obligations under the Agreement to Consultant, and Consultant has assumed the same. Climatec evidenced that intent by issuance of a correspondence remitted to the City, advising of the transfer of Climatec’s rights and responsibilities under the Agreement to Consultant, effective January 1, 2026.

N. Climatec’s notification to City was ineffective to serve as a transfer of any rights under the Agreement under Section 4.5 of the Agreement because it lacked City approval.

Furthermore, a retroactive transfer is not permitted under the Agreement due to the requirement of prior City approval, and as such, the Agreement, absent an amendment, does not permit a transfer from Climatec to Consultant that is effective as of January 1, 2026. However, the City is amenable to the requested assignment, as is Consultant. Therefore, the City and Consultant now see fit to enter into this Amendment No. 4 to add an exception to Section 4.5 of the Agreement to authorize a transfer and assignment of Climatec’s rights, interests, duties and obligations under the Agreement to Consultant, effective retroactively as of January 1, 2026, and Climatec acknowledges and consents to same.

O. The invoices received by the City for services performed under the Agreement commencing as of January 1, 2026 have been under the name of Consultant and Climatec.

However, under the Agreement, the City is only authorized to make payments to Climatec.

Therefore, an amendment to the Agreement is necessary to ensure proper authorization for the City to process and pay invoices to Consultant for services performed under the Agreement dating back to January 1, 2026.

P. Based on the foregoing, City and Consultant now desire and intend to amend the Agreement to authorize the assignment of the Agreement from Climatec to Consultant, retroactive to January 1, 2026, and to thereby authorize the provision of the Services under the Agreement by Consultant commencing as of said date, and to ratify and affirm the continuous and uninterrupted term of the Agreement as of July 1, 2022.

Q. City and Consultant also desire to amend the Agreement to increase compensation by $50,000 to cover the cost of Services already performed and the remaining Services to be performed under the existing Scope of Services for a total adjusted Contract Sum of $488,985.23.

The Scope of Services will not expand but the additional cost is needed due to certain Services already completed having to be performed again, such as fire testing resulting from failed tests.

TERMS

1. Incorporation of Recitals. The Recitals set forth above are incorporated into and are a part of this Amendment No. 4.

2. Terms and Definitions. All words, terms and phrases used or referenced in this Amendment No. 4, not expressly defined in this Amendment No. 4, shall have the same meaning ascribed to them in the Agreement.

3. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics, deleted text in strike through).

A. Section 2.1 (Contract Sum) is hereby amended to read in its entirety as follows:
“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Four Hundred Thirty Eighty-Eight Thousand Nine Hundred Eighty-Five Dollars and Twenty-Three Cents ($488,985.23 438,985.23) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.”
B. The Agreement is hereby amended such that the term “Consultant,” and all references to “Climatec, LLC” as used in the Agreement, shall be construed, commencing from and after January 1, 2026, to mean and refer to “Bosch Building Technologies LLC, an Arizona limited liability company.”
C. Section VI. of Exhibit “C” (Schedule of Compensation) is hereby amended to read in its entirety, as follows:
“VI. The total compensation for the Services shall not exceed $438,985.23 $488,985.23, as provided in Section 2.1 of this Agreement.”

4. Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all provisions of the Agreement, Amendment No. 1, Amendment No. 2, and Amendment No. 3 shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 4, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and this Amendment No.

4. 5. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, Amendment No. 1, Amendment No. 2, and Amendment No. 3. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein, Amendment No. 1, Amendment No. 2, and Amendment No. 3. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and this Amendment No. 4, is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment No. 4, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment No. 4, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

6. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4.

7. Authority. The persons executing this Amendment No. 4 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 4 on behalf of said party, (iii) by so executing this Amendment No. 4, such party is formally bound to the provisions of this Amendment No. 4, and (iv) the entering into this Amendment No. 4 does not violate any provision of any other agreement to which said party is bound.

8. Counterparts. This Amendment No. 4 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 4. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation
Lula Davis-Holmes, Mayor
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[pks;rjl]
CONSULTANT:

BOSCH BUILDING TECHNOLOGIES LLC,
an Arizona limited liability company
By:

Name:

Title:

By:

Name:

Title:

Address: 2851 West Kathleen Road
Phoenix, AZ 85053
If Consultant is a limited liability company, any one of the following options will satisfy City’s signature requirements pursuant to the Corporations Code. Option A: One signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. Option B: Signatures required from two managers unless the LLC is managed by one manager per its articles of organization, in which case only one signature from that manager is required. Option C: One signature required from any member unless the LLC is manager-managed per its articles of organization. Option D: One signature required from any manager if the LLC is manager-managed per its articles of organization. APPROPRIATE ATTESTATIONS

SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO Consultant’s BUSINESS ENTITY.

ACKNOWLEDGEMENT AND CONSENT:

CLIMATEC, LLC, an Arizona limited liability
company
By:

Name:

Title:

By:

Name:

Title:

Date: , 2026
Dear Valued Customer,
As outlined in the attached press release, Climatec LLC and Paladin Technologies have rebranded their U.S. operations under the Bosch brand, effective January 1, 2026. Beginning on this date, the combined organization will operate as Bosch Building Technologies LLC. As part of this transition, all existing contracts and accounts receivable will be formally assumed by Bosch Building Technologies LLC.

To support a smooth transition within your contracting and payment systems, we have included the following documentation:
x Official Press Release
x W-9 Form
If you have any questions regarding open accounts receivable or payment processing, please contact our team at [email protected].

Thank you for your continued partnership.
2851 W. Kathleen Road
Phoenix, AZ 85053-4053
The symbol and the Bosch logotype are registered trademarks of Robert Bosch GmbH, Germany October 1, 2025
Climatec is Becoming Bosch Building Technologies
Dear Valued Customer,
Bosch acquired Climatec, LLC in January 2015. Since then, Climatec has operated as a wholly owned subsidiary of Bosch. As the next step in this journey, we are excited to share that Climatec alongside Paladin Technologies will rebrand its North American operations under the Bosch brand and under the name Bosch Building Technologies, ôƯôèťĖŽôϙJanuary 1, 2026ϟϙēĖŜϙèēÍĲČôϙĖŜϙŕÍŘť ĺċϙÍϙČīĺæÍī ĖĲĖťĖÍťĖŽôϙťĺ ŪĲĖċƅ ŜôŽôŘÍīϙ ťŘŪŜťôîϙ èĺıŕÍĲĖôŜϙ ŪĲîôŘ ĺĲôϙ ŕĺſôŘċŪīϙ ĲÍıôϠϙ ŘôƲôèťĖĲČϙ ĺŪŘ ŜēÍŘôî èĺııĖťıôĲťϙ ťĺϙ ĖĲĲĺŽÍťĖĺĲϠ reliability, and excellence in complex building technology solutions.

What This Means for You Right Now
While our name and visual identity will be evolving, our dedication to you remains unchanged. You will continue to collaborate with the same local teams you know and trust, now backed by the global strength and resources of the Bosch brand.

Here is what you can expect:
No immediate change: While some branding updates, such as vehicle signage, will begin in 2025, our legal entity will remain unchanged until January 2026. You will receive a full rebrand information package in December 2025. License numbers and EIN will remain the same postrebrand. Until further notice, all existing invoicing and business practices will continue as usual. Same People and Partnerships: Your current contacts, account managers, and support teams remain unchanged, dedicated to delivering the same high-quality service and solutions. Our commitment to service excellence and partnership continues as always. Expanded Capabilities: As part of Bosch Building Technologies, we look forward to offering a broader range of services across security, building automation, networking, AV, structured ÚØÙãàåÞȀʴéÜêæãìëàæåêȀØåÛäæéÜȀÛÜãàíÜéÜÛîàëßëßÜêØäÜãæÚØãÜïçÜéëàêÜØåÛéÜêçæåêàíÜåÜêê. Stronger Together: This rebrand and transformation bring together the expertise of industry ãÜØÛÜéêìåÛÜéæåÜìåàʴÜÛÙéØåÛȀÜåßØåÚàåÞæìéØÙàãàëðëæêÜéíÜðæìØÚéæêê æéëßäÜéàÚØȃ ÜéÜÚæÞåàñÜëßØëëßàêàê ØêàÞåàʴÚØåëìåÛÜéëØâàåÞȀØåÛîÜØéÜÚæääàëëÜÛëæäØâàåÞëßàêëéØåêàëàæåØê smooth and gradual as possible. Our priority is to ensure you continue to get the service and support from the teams you rely on with minimal interruptions.
åëßÜ ÝæããæîàåÞçØÞÜȀ ðæì îàããʴåÛ ØëàäÜãàåÜ ØãæåÞîàëßØ éÜÚæåʴéäØëàæåæÝæìéÙìêàåÜêê ÛÜëØàãêȃ Please note that no changes will take effect until the new year.

If you have any questions about this change or what it means for your business, please do not hesitate to reach out to your account representative or contact us directly at [email protected].

Thank you for your continued trust and partnership. We celebrate our journey together and are excited for what is ahead.
2851 W. Kathleen Road
Phoenix, AZ 85053-4053
The symbol and the Bosch logotype are registered trademarks of Robert Bosch GmbH, Germany Timeline & Company Information
Transition Timeline
October 2025:
Public announcement
Vehicle rebranding begins
December 2025:
Rebrand and transformation package sent out
January 2026:
Legal entity changes
New name and logos on communications, proposals, and invoices New website and email domains
New uniforms
February 2026 – onward:
Our transformation will continue, including updates to our systems. Rebranding efforts will progress during this time, with communications provided as needed.

Company Information (Current)
HQ Address 2851 West Kathleen Rd.

Phoenix, AZ, 85053
(888) 962-5462
Accounts Receivable [email protected]
Banking Info ACH/EFT Routing Information
Bank of America
1401 Elm Street, 2nd Floor
Dallas, TX, 75202
Account Number: 4451437176
Routing Number ACH/EFT: 111000012
Los Angeles Lockbox
Climatec, LLC
P.O. Box 743024
Los Angeles, CA, 90074-3024
Boston Lockbox
Climatec, LLC
P.O. Box 411025
Boston, MA, 02241-1025
Dallas Lockbox
Climatec, LLC
P.O. Box 842842
Dallas, TX, 75284-2842
2851 W. Kathleen Road
Phoenix, AZ 85053-4053
1/1/26
REMIT TO: PO BOX 743024 LOS ANGELES, CA 90074-3024
2851 W. Kathleen Road
Phoenix, AZ 85053-4053
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, October 20, 2026, 5:00 PM
CONSENT 22.

To: Honorable Mayor and City Council
From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVAL OF A THREE-YEAR CONTRACT SERVICES AGREEMENT WITH LONG

BEACH PUBLIC TRANSPORTATION COMPANY FOR CONTINUED FIXED-ROUTE BUS SERVICES FROM JANUARY 1, 2027, THROUGH DECEMBER 31, 2029 (CITY COUNCIL) I. SUMMARY
On September 27, 2021, the City entered into a Contract Services Agreement with Long Beach Public Transportation Company (Long Beach Transit or LBT) to provide fixed-route bus services on Routes 2, 4, and 8 within the City of Carson. The current agreement, as subsequently amended, is scheduled to expire on December 31, 2026. Throughout the agreement, LBT has demonstrated strong service performance and ridership results, representing a notable improvement over the City's previous transit service provider. LBT has also maintained a positive and collaborative working relationship with City staff, supporting continued improvements to public transportation services.

To maintain these services without interruption, staff recommends that the City Council approve a new three-year Contract Services Agreement with LBT, effective January 1, 2027, through December 31, 2029. Under the proposed agreement, annual compensation would not exceed $2,081,105, for a total three-year contract amount not to exceed $6,243,315. The proposed annual cost represents a modest 1% increase, or $20,605 per year, over the current annual rate of $2,060,500. Approval of the agreement would allow LBT to continue operating the City's three established bus routes while maintaining reliable transportation options for residents, students, employees, and visitors. The proposed agreement also provides the City with predictable costs over the three-year term and supports the continued delivery of essential public transportation services.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Agreement for Contract Services between the City of Carson and Long Beach Public Transportation Company (Exhibit No. 1) to continue fixed-route bus services for a three-year term, from January 1, 2027, through December 31, 2029, for a total contract amount not to exceed $6,243,315; and,

2. AUTHORIZE the Mayor to execute the Agreement following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE any other action the City Council deems appropriate.

IV. BACKGROUND
The City provides public transportation services to residents, employees, students, and visitors through an agreement with Long Beach Transportation Company (Long Beach Transit or LBT). Under the current agreement, LBT operates three fixed-route bus services, Routes 2, 4, and 8, that follow established routes and schedules, with buses arriving approximately every 40 minutes on weekdays and Saturdays (Exhibit No. 2). Route 2 connects passengers to major destinations, including California State University, Dominguez Hills, SouthBay Pavilion, City Hall, and Carson High School. Route 4 operates along Carson Street, providing access to Rancho Dominguez High School and connections to the Metro A Line (formerly the Blue Line). Route 8 serves the 223rd Street corridor, connecting passengers to Carson High School and the Metro A Line. These routes complement the City's separately operated Carson Circuit neighborhood bus service, which provides additional connections to LBT, Torrance Transit, and Metro. Together, these services help residents and commuters travel throughout Carson and neighboring communities for work, school, shopping, and other daily activities.

On September 27, 2021, the City entered into an agreement with LBT for an initial three-year term, with the option to extend the agreement for two additional one-year periods. In 2024, the City approved Amendment No. 1, temporarily extending the agreement through December 31, 2024, while the City and LBT finalized compensation for the first optional extension year. Amendment No. 2 subsequently extended the agreement through December 31, 2025, at an annual cost of $2,060,500. Amendment No. 3 exercised the second and final one-year extension, continuing services through December 31, 2026. As a result, the current agreement will expire at the end of 2026, and a new agreement is necessary to maintain uninterrupted service beginning January 1, 2027.

Throughout the current agreement, LBT has provided reliable transit services and maintained a positive, collaborative working relationship with City staff. LBT regularly provides information that allows the City to evaluate service performance, including passenger ridership, on-time performance, customer complaints and compliments, and fare revenue (Exhibit No. 3). City and LBT staff have also worked together on public outreach, transit marketing, improvements to bus stops and passenger amenities, and other efforts to improve the overall customer experience. Based on LBT's performance, established operations, and continued coordination with the City, staff recommends maintaining the existing service arrangement.

To avoid any interruptions to public transportation services when the current agreement expires, City staff negotiated a new three-year agreement with LBT for the period of January 1, 2027, through December 31, 2029.

The proposed agreement would continue LBT's operation of Routes 2, 4, and 8 at an annual cost of $2,081,105, representing a 1% increase, or $20,605 annually, over the current agreement. The annual cost would remain unchanged throughout the three-year term, providing the City with predictable transit operating expenses. LBT would submit invoices every three months, following delivery of services, in the amount of $520,276.25 per quarter. Total compensation under the proposed agreement would not exceed $6,243,315 over the three-year period.

The proposed agreement also maintains LBT's responsibility to provide regular service performance reports to the City. These reports would include passenger ridership, on-time performance, compliance with established bus schedules, customer complaints and compliments, transit-related security information, and fare revenue. This information allows City staff to monitor service quality, evaluate how effectively the routes serve the community, identify potential operational concerns, and work with LBT to make improvements when necessary. These reporting requirements also promote accountability and help ensure that the City continues to receive appropriate value for its investment in public transportation.

As the City prepares to serve as a major venue city for the 2028 Olympic and Paralympic Games, maintaining reliable public transportation for residents and visitors will be a priority. The Los Angeles County Metropolitan Transportation Authority (Metro) will oversee Games-related transportation through its Games Enhanced Transit Service (GETS), which will connect spectators to Olympic venues and designated transportation hubs. However, temporary adjustments to local bus routes, schedules, or service levels may be necessary to accommodate increased demand while minimizing impacts on existing riders. The proposed agreement with Long Beach Transit (LBT) would maintain the City's current fixed-route services through December 31, 2029, including the Olympic and Paralympic Games, while providing a foundation for future coordination with Metro and LBT. As transportation plans are finalized, City staff will evaluate potential service adjustments, associated costs, and opportunities to better connect local transit services with the Games transportation network.

Consistent with the City's current agreement, the proposed contract with LBT is exempt from the competitive bidding requirements of the Carson Municipal Code under Section 2611(i)(7). This provision allows the City to enter into the agreement without conducting a competitive solicitation process, subject to the applicable requirements of the Municipal Code. Approval of the proposed agreement would allow the City to continue providing established public transportation services without interruption through December 31, 2029, while maintaining the existing routes, service frequency, and performance reporting requirements. Staff recommends approval of the agreement based on LBT's demonstrated service performance, the continuity of existing transit operations, and the negotiated annual cost, which would remain fixed throughout the three-year term. Continuing these services supports reliable transportation options for residents and commuters, connections to regional transit systems, and access to schools, employment, shopping, and other important community destinations.

V. FISCAL IMPACT
If the City Council approves the proposed agreement, funding for the first six months of service, from January 1, 2027, through June 30, 2027, is already included in the City's adopted Fiscal Year 2026-27 Operating Budget. The total cost for this period is $1,040,552.50, funded through two dedicated transportation funding sources:

Proposition A, which will provide $416,221 (40%) from Account No. 218-90-960-180-6010, and Proposition C, which will provide $624,331.50 (60%) from Account No. 219-90-960-180-6010. These funds are designated to support public transportation services and related improvements.

Funding for the following six-month period, from July 1, 2027, through December 31, 2027, will be included in the City's proposed Fiscal Year 2027-28 Operating Budget, subject to City Council approval through the annual budget process. The anticipated cost for this period is also $1,040,552.50, with the same 40% allocation from Proposition A ($416,221) and 60% allocation from Proposition C ($624,331.50), using the same accounts identified above.

Funding for subsequent years of the three-year agreement will be requested through the City's annual budget process. This approach allows the City to maintain uninterrupted transit services while planning for the agreement's costs within its established transportation funding sources.

VI. EXHIBITS

1. Proposed Agreement

2. Carson-LBT Routes

3. Example LBT Ridership Report
Attachments
Exhibit_No-1-Proposed_Agreement.pdf
Exhibit_No-2-Carson-LBT_Routes.pdf
Exhibit_No-3-Example_LBT_Ridership_Report.pdf
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Routes Weekday Saturday Sunday
1 5:24 a.m. -
7:49 p.m.
7:28 a.m. -
7:48 p.m.
6:45 a.m. -
7:46 p.m.
2 5:40 a.m. -
8:24 p.m.
10:05 a.m. -
5:56 p.m.

No Service
LBT
Routes Weekday Saturday Sunday
4 5:31 a.m. -
8:35 p.m.
10:40 a.m.
5:40 p.m.

No
Service
8 5:40 a.m. -
8:10 p.m.
10:45 a.m.
5:44 p.m.

No
Service
Long Beach Transit
Service in the City of Carson
Routes 2, 4, and 8 will operate every 40 minutes weekdays and Saturdays.

Route 1 will operate every 40 minutes on weekdays, and every 40 to 60 minutes on Saturdays and Sundays. 562.591.2301 | ridelbt.com
Si necesita ayuda para planificar su viaje,
puede comunicarse con nuestro equipo de
Atención al Cliente al 562.591.2301, de lunes a
viernes de 6:30 a.m. a 7:30 p.m., sábado y
domingo de 8:00 a.m. a 5:00 p.m.

Memorandum
September 14, 2026
To: Jason Jo
Transportation Supervisor, City of Carson
From: Lee Burner
ED/VP Transit Service Delivery and Planning
Subject: August 2026 City of Carson Service Performance Report

Pursuant to the contractual agreement between Long Beach Transit and the City of Carson, Exhibit “D” schedule of performance, please find attached the service performance report for routes 2, 4, and 8 which represents the data for the month of August 2026 in the following categories:
• Ridership
• On-Time Performance
• Adherence to the Plan Schedule
• Complaints or /compliments of Service
• Security Statistics and
• Revenue Data
Should you have any questions, please feel free to give me a call (see attachments).

Docusign Envelope ID: 1E363E1B-1B5F-85BA-816E-BB5B85F610E5 CITY OF CARSON SERVICE PERFORMANCE REPORT – AUGUST 2026

OVERALL SUMMARY
August On Time Performance 84%
August Ridership Total 16,650
*Route 2 4,723
*Route 4 8,587
*Route 8 3,340
August Customer Comments 3
August Security Incidents 0
August to Plan Schedule 100%

WEEKLY SUMMARY
Week Boardings
Average
Fare per
Customer
Revenue
Miles per
Customer
Sum of
Rev_Mi
Sum of
Rev_Hrs
Customers
per
Revenue
Hour
OTP
Aug 01 225 $0.44 1.84 414.82 29.52 7.62 89.6%
2 75 $0.45 2.21 165.69 11.69 6.41 81.2%
4 120 $0.39 1.01 121.36 8.53 14.07 95.5%
8 30 $0.62 4.26 127.77 9.30 3.22 92.4%
Aug 03 - 08 3,483 $0.58 1.05 3,673.76 294.25 11.84 84.4% 2 816 $0.56 1.61 1,314.77 98.63 8.27 81.6%
4 1,881 $0.59 0.63 1,176.43 98.43 19.11 85.1%
8 786 $0.58 1.50 1,182.56 97.18 8.09 86.5%
Aug 10 - 15 3,886 $0.56 1.12 4,365.22 353.62 10.99 83.5% 2 1,008 $0.54 1.54 1,551.83 120.18 8.39 84.0%
4 2,074 $0.57 0.69 1,430.92 119.55 17.35 80.8%
8 804 $0.56 1.72 1,382.47 113.88 7.06 85.7%
Aug 17 - 22 4,163 $0.57 1.06 4,431.40 355.81 11.70 82.7% 2 1,183 $0.51 1.34 1,583.27 120.54 9.81 81.7%
4 2,133 $0.59 0.67 1,423.88 120.18 17.75 82.0%
8 847 $0.59 1.68 1,424.25 115.09 7.36 84.4%
Aug 24 - 29 4,049 $0.56 1.10 4,469.83 358.08 11.31 84.2% 2 1,364 $0.57 1.18 1,612.07 123.20 11.07 82.3%
4 1,962 $0.56 0.73 1,427.62 118.40 16.57 83.1%
8 723 $0.56 1.98 1,430.14 116.48 6.21 87.3%
Aug 31 844 $0.61 0.99 839.74 66.71 12.65 78.4%
2 277 $0.62 1.08 299.34 22.92 12.08 79.8%
4 417 $0.62 0.67 280.04 22.37 18.64 75.5%
8 150 $0.55 1.74 260.36 21.42 7.00 80.0%
Totals 16,650 $0.57 1.09 18,194.77 1,457.99 11.42 83.6% CITY OF CARSON SERVICE PERFORMANCE REPORT (Continued)
Docusign Envelope ID: 1E363E1B-1B5F-85BA-816E-BB5B85F610E5

MONTH OVER MONTH
EXPLANATION: INCREASE IN RIDERSHIP
August boardings increased 17.69% month over month, improving customers per revenue hour. Route 2 drove this month's growth, with ridership up 34.48% from July. The noticeable increase on Route 2 began around August 17, coinciding with the start of the fall semester at CSUDH, suggesting returning student activity likely contributed to the ridership growth. Routes 4 and 8 remained relatively consistent with prior periods while sustaining higher ridership levels, continuing to demonstrate stable commute demand throughout the service area. Compared to August 2025, total ridership increased from 15,839 to 16,650 boardings, a 5.1% year-over-year increase that signals modest growth in overall service demand.

EXPLANATION: DECREASE IN OTP
August OTP finished at 83.6%, with performance temporarily impacted by increased travel activity associated with the back-to-school season. Route 2 experienced challenges around 8:00-8:30 AM, 12:00- 12:30 PM, and 2:00-2:30 PM, indicating periods of increased travel demand that align with morning commute and school-dismissal activity. In addition, Route 4 saw greater OTP challenges later in the afternoon, potentially due to increased traffic and passenger activity during the afternoon commute.

Overall, service performance remained manageable and relatively consistent with the prior year, with no material year-over-year variance despite increased demand in August.

EXPLANATION: CUSTOMER COMMENTS
Incident
Date
Route Customer Comment Action/Resolution
08/05/26
6:04 PM
4 Pass By
In accordance with LBT policy and procedure, LBT
investigated claim and provided retraining and counseling to the operator.
08/18/26
2:36 PM
2 ADA – Rude Behavior
In accordance with LBT policy and procedure, LBT
investigated claim and provided retraining and counseling to the operator.
8/20/26 4 Pass By
In accordance with LBT policy and procedure, LBT
investigated claim and provided retraining and counselling to the operator.

Docusign Envelope ID: 1E363E1B-1B5F-85BA-816E-BB5B85F610E5 CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, October 20, 2026, 5:00 PM
CONSENT 23.

To: Honorable Mayor and City Council
From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVAL OF TWO MEMORANDA OF UNDERSTANDINGS BETWEEN THE CITY

OF CARSON AND THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY FOR PROPOSITION A DISCRETIONARY INCENTIVE GRANT PROGRAM FUNDING FOR REPORT YEARS 2023 AND 2024 (CITY COUNCIL)
I. SUMMARY
The Los Angeles County Metropolitan Transportation Authority (Metro) administers the Proposition A Discretionary Incentive Grant Program, which provides transportation funding to more than 40 participating public agencies, including the City of Carson. Through this voluntary program, agencies submit information about their public transportation services to support local, regional, state, and federal transportation planning. In exchange, participating agencies may receive grant funding based on their reported transit service levels. To receive these funds, agencies must enter into a Memorandum of Understanding (MOU), a formal agreement establishing the conditions for receiving and using the funding. Due to an initial discrepancy in reported transit data, processing of the City's Report Year 2023 agreement was delayed. As a result, staff is requesting City Council approval of two MOUs covering Report Years 2023 and 2024. Approval of both agreements would allow the City to submit invoices to Metro for a combined $148,900 in grant funding associated with public transportation services provided during these prior reporting periods. Securing these funds would provide additional revenue to support the City's public transportation programs without requiring additional services or expenditures.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the Proposition A Discretionary Incentive Grant Program Memorandum of Understanding between the City of Carson and the Los Angeles County Metropolitan Transportation Authority (Metro) for Report Year 2023, in the amount of $68,462; and,

2. APPROVE the Proposition A Discretionary Incentive Grant Program Memorandum of Understanding between the City of Carson and Metro for Report Year 2024, in the amount of $80,438; and,

3. AUTHORIZE the Mayor to execute both Memoranda of Understanding, for a combined grant funding amount of $148,900, following approval as to form by the City Attorney.

III. ALTERNATIVES

1. TAKE any other action the City Council deems appropriate.

IV. BACKGROUND
The Los Angeles County Metropolitan Transportation Authority (Metro) administers the Proposition A Discretionary Incentive Grant Program, which provides transportation funding to more than 40 participating public agencies, including the City of Carson. The program encourages local transit agencies to report information about their public transportation services to the National Transit Database (NTD), a federal system that collects and tracks transit information nationwide. Participating agencies submit information from the previous fiscal year by October 31 of each year, including data on the types and levels of transportation services provided. The Federal Transit Administration (FTA) uses this information to evaluate public transportation services, identify trends, compare performance across agencies, and support transportation planning and funding decisions at the local, regional, state, and federal levels.

In exchange for submitting the required transit information, participating agencies may receive funding through Metro's Proposition A Discretionary Incentive Grant Program. The amount awarded to each agency is based on the number of revenue miles reported during the applicable fiscal year. Revenue miles generally represent the miles traveled by transit vehicles while providing passenger service, excluding travel for maintenance or other nonservice purposes. Metro typically distributes these funds approximately two years after the reporting period and requires participating agencies to execute a Memorandum of Understanding (MOU), a formal agreement establishing the terms and conditions for receiving and using the funds.

The City is currently eligible to receive funding for two prior reporting periods: Report Year 2023, covering July 1, 2022, through June 30, 2023, and Report Year 2024, covering July 1, 2023, through June 30, 2024. Processing of the Report Year 2023 agreement was delayed due to an initial reporting discrepancy that required resolution through Metro. As a result, both funding agreements are now being presented to the City Council for consideration at the same time. Based on the City's reported Dial-A-Ride and fixed-route bus services, Metro has identified $68,462 in available funding for Report Year 2023 and $80,438 for Report Year 2024. Together, these allocations represent $148,900 in transportation funding available to the City for services previously provided.

To receive these funds, the City must enter into separate MOUs with Metro for each reporting year. Approval of both agreements would allow the City to submit invoices to Metro for the combined $148,900 allocation. Because the funding is associated with transit services already provided during prior fiscal years, approval would allow the City to recover eligible transportation funding without requiring additional transit operations or services. These funds would support the City's ongoing transportation programs, subject to the applicable funding requirements.

The proposed MOUs are standard agreements prepared by Metro and used by participating agencies throughout Los Angeles County. The City has not requested changes to the agreements' standard provisions. Article 4 establishes the conditions for receiving and using the funds. These conditions require the City to use the funding only for eligible transportation purposes and comply with Metro's Proposition A and Proposition C Local Return guidelines, which establish requirements for how local transportation funds may be spent, documented, audited, and used within applicable deadlines. Article 4 also includes an indemnification provision, which establishes certain circumstances under which the City may be responsible for claims or losses involving Metro. In addition, expenditures made using these funds are subject to review through Metro's annual Consolidated Audit, a process used to verify that participating agencies have properly accounted for and spent transportation funds in accordance with program requirements. Article 5 further provides Metro with the authority to terminate an agreement and withhold or recover funding if the City fails to comply with federal requirements for collecting and submitting transit information to the National Transit Database. These provisions are intended to ensure that agencies receiving public transportation funding accurately report their services, maintain appropriate financial records, and use the funds for authorized purposes.

Consequently, staff recommends that the City Council approve both MOUs to secure the $148,900 in available Proposition A Discretionary Incentive Grant funding for Report Years 2023 and 2024. Approval would allow the City to claim funding associated with previously provided Dial-A-Ride and fixed-route bus services, while maintaining compliance with Metro's reporting and financial accountability requirements. Securing these funds supports the City's continued investment in public transportation and helps maximize available regional transportation resources for the benefit of Carson residents and transit users.

V. FISCAL IMPACT
If the City Council approves staff's recommendation, the City will be eligible to receive a one-time payment of $148,900 from the Los Angeles County Metropolitan Transportation Authority (Metro) for transportation services provided during Report Years 2023 and 2024. Upon receipt, the funds will be deposited into the City's Proposition A revenue account (Account No. 218-99-999-999-4513). These funds will provide additional revenue to support eligible public transportation services and programs, consistent with Proposition A funding requirements.

VI. EXHIBITS

1. Proposed LACMTA MOU 2023

2. Proposed LACMTA MOU 2024
Attachments
Exhibit No. 1 - LACMTA MOU 2023.pdf
Exhibit No. 2 - LACMTA MOU 2024.pdf
MOUPAICARS25000

PROPOSITION A DISCRETIONARY INCENTIVE GRANT PROGRAM

MEMORANDUM OF UNDERSTANDING

FOR COLLECTING AND REPORTING DATA FOR THE

NATIONAL TRANSIT DATABASE
FOR REPORT YEAR 2023
This Memorandum of Understanding (MOU) is entered into as of June 1, 2025 by and between Los Angeles County Metropolitan Transportation Authority (“LACMTA”) and the City of Carson (the “City”).

WHEREAS, on November 14, 1980, the voters of the County of Los Angeles approved by majority vote Proposition A, an ordinance establishing a one-half percent sales tax for public transit purposes; and
WHEREAS, at its September 26, 2001 meeting, the LACMTA authorized payment of Proposition A Discretionary Incentive funds to each participating agency in an amount equal to the Federal funds generated for the region by each agency’s reported data; and WHEREAS, at its June 27, 2024 meeting, LACMTA approved the Fiscal Year FY 2024-25 transit fund allocations, which included funds to make payments to all cities that voluntarily reported NTD data for FY 2022-23; and
WHEREAS, the City has voluntarily submitted their FY2022-23 data to the National Transit Database (NTD) and have successfully met all NTD and Federal Transit Administration (FTA) requirements in order to generate Federal 5307 funds for the Los Angeles County region; and
WHEREAS, the City has requested funds under the Proposition A Discretionary Incentive Program for collecting and reporting data for the NTD from the FY 2022-23 Report Year (the “Project”); and
WHEREAS, on May 5, 2025, the Federal Transit Administration (FTA) published in the Federal Register the FY 2024-25 Apportionments, Allocations, and Program Information including unit values for the data reported to the NTD; and WHEREAS, the parties desire to agree on the terms and conditions for payment for the Project.

NOW, THEREFORE, LACMTA and the City hereby agree to the following terms and procedures:

ARTICLE 1. TERM

1.0 This Memorandum of Understanding (“MOU”) will be in effect from June 1, 2025, through June 30, 2028 at which time all unused funds shall lapse.

ARTICLE 2. STANDARDS

2.0 To receive payment for the submittal of the FY 2022-23 NTD statistics, the City warrants that it:

A. Adhered to the Federal Guidelines for collecting and Reporting NTD statistics including all audit requirements;
B. Prepared and submitted the FY 2022-23 ANNUAL NTD REPORT of the City’s fixed-route and/or demand response transit service to the NTD on or before October 31, 2023;
C. Prepared and submitted the FY 2022-23 ANNUAL NTD REPORT of the City’s fixed-route and/or demand response transit service to the LACMTA on or before February 15, 2024;
ARTICLE 3. PAYMENT OF FUNDS TO CITY

3.0 LACMTA shall pay the City for collecting and reporting FY 2022-23 NTD statistics.

LACMTA shall pay the City for submitting the FY 2022-23 ANNUAL NTD REPORT for the applicable transit services as follows:

MOTOR BUS SERVICE
For City’s motor bus service, LACMTA shall pay an amount equal to the 28,100 revenue vehicle miles reported by the City multiplied by the FTA unit value of

0.686483228324693 per revenue vehicle mile. See Attachment A for detail.

DIAL-A-RIDE SERVICE
For City’s dial-a-ride service, LACMTA shall pay an amount equal to the 71,628 revenue vehicle miles reported by the City multiplied by the FTA unit value of

0.686483228324693 per revenue vehicle mile. See Attachment A for detail.

3.1 The City shall submit one invoice to LACMTA prior to June 30, 2028, in the amount of $68,462 to receive its payment described above.

3.2 INVOICE BY CITY:

Send invoice with supporting documentation to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
[email protected]
Re: LACMTA MOU# MOUPAICARS25000 M.S. Chelsea Meister (99-21-3) ARTICLE 4. CONDITIONS

4.0 The City agrees to comply with all requirements specified by the FTA guidelines for reporting NTD statistics.

4.1 The City understands and agrees that LACMTA shall have no liability in connection with the City’s use of the funds. The City shall indemnify, defend, and hold harmless LACMTA and its officers, agents, and employees from and against any and all liability and expenses including defense costs and legal fees and claims for damages of any nature whatsoever, arising out of any act or omission of the City, its officers, agents, employees, and subcontractors in performing the services under this MOU.

4.2 The City is not a contractor, agent or employee of LACMTA. The City shall not represent itself as a contractor, agent or employee of LACMTA and shall have no power to bind LACMTA in contract or otherwise.

4.3 The City agrees that expenditure of the Proposition A Discretionary Incentive funds will be used for projects that meet the eligibility, administrative, audit and lapsing requirements of the Proposition A and Proposition C Local Return guidelines most recently adopted by the LACMTA Board.

4.4 These expenditures will be subject to AUDIT as part of LACMTA’s annual Consolidated Audit.

ARTICLE 5. REMEDIES

5.0 LACMTA reserves the right to terminate this MOU and withhold or recoup funds if it determines that the City has not met the requirements specified by the FTA for collecting and submitting NTD statistics through LACMTA.

ARTICLE 6. MISCELLANEOUS

6.0 This MOU constitutes the entire understanding between the parties, with respect to the subject matter herein.

6.1 The MOU shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original MOU or the same level of authority.

ARTICLE 7. CONTACT INFORMATION

7.0 LACMTA's Address:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Attention: Chelsea Meister (99-21-3)
[email protected]

7.1 City’s Address:

Carson
801 E. Carson St.

Carson,CA 90745
Attn: Jason Jo
[email protected]
IN WITNESS WHEREOF, the City and LACMTA have caused this MOU to be executed by their duly authorized representatives on the date noted below:

CITY:

City of Carson Los Angeles County Metropolitan
Transportation Authority
_________________________ By: ___________________________

STEPHANIE WIGGINS
Mayor/City Manager Chief Executive Officer
Date: ____________________ Date: _______________________ APPROVED AS TO FORM: APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By: _____________________ By: ____________________
Legal Counsel Deputy
Date: ____________________ Date: __________________ 9/21/2026

ATTACHMENT A
LACMTA Voluntary NTD Reporting Program for FY '22
Using FY '24 FTA Formula Programs Apportionment Data Unit Values Jurisdiction MODE
Total Vehicle
Revenue Miles
Total Passenger
Miles
Total Operating
Costs $ from VRM $ from OPCOST Total Generated
Total ($)Due to
Jursd Before Tier
2 Deduction
Tier II
Operator
Deduction
Total ($)Due to
Jurisdiction
Glendale MB 870,564 1,065,127 10,532,283 597,627.59 6,185 $ 603,812 603,812 (88,358) 515,454 Pasadena MB 656,127 1,849,723 7,691,950 450,420.18 25,540 $ 475,960 475,960 (69,649) 406,311 LADOT COMMUNITY DASH MB 4,105,129 13,087,675 41,375,202 2,818,102 237,696 $ 3,055,798 3,055,798 (447,165) 2,608,633 LADOT DEPARTMENT OF AGING DR 237,760 292,252 4,242,341 163,218 1,156 $ 164,374 164,374 164,374 Total LADOT 4,342,889 13,379,927 45,617,543 2,981,320 238,852 $ 3,220,173 $ 3,220,173 $ (447,165) $ 2,773,007 - -
Total NTD 5307 Funds 5,869,580 16,294,777 63,841,776 4,029,368 270,577 4,299,945 4,299,945 (605,172) 7,994,717 -
FY25 Revenue Mile Rate
FY25 Passenger Mile Rate

0.6864832

0.0574166

ATTACHMENT A
LACMTA Voluntary NTD Reporting Program for FY22
Using FY24 FTA Formula Programs Apportionment Data Values Jurisdiction MODE
Total Vehicle
Revenue Miles $ from VRM
Tier II
Operator
Deduction
Total ($)Due to
Jurisdiction
Alhambra MB 158,987 109,141.91 109,142
Alhambra DR 98,869 67,871.91 67,872
Artesia DR (DT) 4,712 3,234.71 3,235
Azusa DR 56,416 38,728.64 38,729
Baldwin Park MB 183,638 126,064.41 126,064
Baldwin Park DR 26,715 18,339.40 18,339
Bell TD
Bell MB 33,271 22,839.98 22,840
Bell DR 16,347 11,221.94 11,222
Bellflower MB 71,986 49,417.18 49,417
Bellflower DR 14,205 9,751.49 9,751
Bell Gardens MB 98,902 67,894.56 67,895
Bell Gardens DR 25,856 17,749.71 17,750
Burbank MB 216,013 148,289.30 (21,700) 126,590
Calabasas MB 86,082 59,093.85 59,094
Calabasas DR 3,852 2,644.33 2,644
Carson MB 28,100 19,290.18 19,290
Carson TN
Carson DR 71,628 49,171.42 49,171
Cerritos MB 99,328 68,187.01 68,187
Cerritos DR 40,026 27,477.18 27,477
Compton MB 179,908 123,503.82 123,504
Compton DR 110 75.51 76
Covina DR 47,348 32,503.61 32,504
Cudahy MB 33,109 22,728.77 22,729
Cudahy DR 10,947 7,514.93 7,515
Downey MB 101,069 69,382.17 69,382
Downey DR 40,311 27,672.83 27,673
Duarte MB
El Monte MB 221,914 152,340.24 152,340
El Monte DR 60,076 41,241.17 41,241
Glendora MB 40,735 27,963.89 27,964
Glendora DR 39,545 27,146.98 27,147
Huntington Park MB 130,598 89,653.34 89,653
Huntington Park DT 42,309 29,044.42 29,044
LACDPWAvocado MB 39,286 26,969.18 26,969
LACDPWELA MB 211,455 145,160.31 145,160
LACDPWELA DR 39,971 27,439.42 27,439
LACDPWEast Valinda MB 44,182 30,330.20 30,330
LACDPWKing Medical MB 33,586 23,056.23 23,056
LACDPWWillowbrook Shuttle MB 70,091 48,116.30 48,116
LACDPWS.Whittier MB 183,982 126,300.56 126,301
LACDPWAthens MB 36,912 25,339.47 25,339
LACDPWLennox MB 27,669 18,994.30 18,994
LACDPWFloranceFirestone MB 58,082 39,872.32 39,872
Lakewood DR 54,228 37,226.61 37,227
Lawndale MB
Lynwood MB 140,961 96,767.36 96,767
Malibu DT 2,764 1,897.44 1,897
ManhattanBeach DR 23,747 16,301.92 16,302
Maywood MB 32,291 22,167.23 22,167
Maywood DR 15,175 10,417.38 10,417
MontereyPark MB 116,534 79,998.64 79,999
MontereyPark DR 24,919 17,106.48 17,106
Pico Rivera DR 17,166 11,784.17 11,784
Rosemead MB 100,780 69,183.78 69,184
Rosemead DR 38,611 26,505.80 26,506
Santa Fe Springs DR 14,694 10,087.18 10,087
South Gate MB 114,106 78,331.86 78,332
South Gate DT 116,358 79,877.59 79,878
SouthPasadena DR 27,187 18,663.42 18,663
WestCovina MB 141,973 97,462.08 97,462
WestCovina DR 44,452 30,515.55 30,516
West Hollywood MB 114,998 78,944 78,944
Total 4,054,074 2,783,054 (21,700) 2,761,354
FY25 Revenue Mile Rate 0.68648
DID NOT REPORT FOR 2023
DID NOT REPORT FOR 2023
DID NOT REPORT FOR 2023
DID NOT REPORT FOR 2023
MOUPAICARS26000

PROPOSITION A DISCRETIONARY INCENTIVE GRANT PROGRAM

MEMORANDUM OF UNDERSTANDING

FOR COLLECTING AND REPORTING DATA FOR THE

NATIONAL TRANSIT DATABASE
FOR REPORT YEAR 2024
This Memorandum of Understanding (MOU) is entered into as of June 1, 2026 by and between Los Angeles County Metropolitan Transportation Authority (“LACMTA”) and the City of Carson (the “City”).

WHEREAS, on November 14, 1980, the voters of the County of Los Angeles approved by majority vote Proposition A, an ordinance establishing a one-half percent sales tax for public transit purposes; and
WHEREAS, at its September 26, 2001 meeting, the LACMTA authorized payment of Proposition A Discretionary Incentive funds to each participating agency in an amount equal to the Federal funds generated for the region by each agency’s reported data; and WHEREAS, at its June 26, 2025 meeting, LACMTA approved the Fiscal Year FY 2025-26 transit fund allocations, which included funds to make payments to all cities that voluntarily reported NTD data for FY 2023-24; and
WHEREAS, the City has voluntarily submitted their FY2023-24 data to the National Transit Database (NTD) and have successfully met all NTD and Federal Transit Administration (FTA) requirements in order to generate Federal 5307 funds for the Los Angeles County region; and
WHEREAS, the City has requested funds under the Proposition A Discretionary Incentive Program for collecting and reporting data for the NTD from the FY 2023-24 Report Year (the “Project”); and
WHEREAS, on March 31, 2026, the Federal Transit Administration (FTA) published in the Federal Register the FY 2025-26 Apportionments, Allocations, and Program Information including unit values for the data reported to the NTD; and WHEREAS, the parties desire to agree on the terms and conditions for payment for the Project.

NOW, THEREFORE, LACMTA and the City hereby agree to the following terms and procedures:

ARTICLE 1. TERM

1.0 This Memorandum of Understanding (“MOU”) will be in effect from June 1, 2026, through June 30, 2029 at which time all unused funds shall lapse.

ARTICLE 2. STANDARDS

2.0 To receive payment for the submittal of the FY 2023-24 NTD statistics, the City warrants that it:

A. Adhered to the Federal Guidelines for collecting and Reporting NTD statistics including all audit requirements;
B. Prepared and submitted the FY 2023-24 ANNUAL NTD REPORT of the City’s fixed-route and/or demand response transit service to the NTD on or before October 31, 2024;
C. Prepared and submitted the FY 2023-24 ANNUAL NTD REPORT of the City’s fixed-route and/or demand response transit service to the LACMTA on or before February 15, 2025;
ARTICLE 3. PAYMENT OF FUNDS TO CITY

3.0 LACMTA shall pay the City for collecting and reporting FY 2023-24 NTD statistics.

LACMTA shall pay the City for submitting the FY 2023-24 ANNUAL NTD REPORT for the applicable transit services as follows:

MOTOR BUS SERVICE
For City’s motor bus service, LACMTA shall pay an amount equal to the 27,569 revenue vehicle miles reported by the City multiplied by the FTA unit value of

0.67530381923223126 per revenue vehicle mile. See Attachment A for detail.

DIAL-A-RIDE SERVICE
For City’s dial-a-ride service, LACMTA shall pay an amount equal to the 91,545 revenue vehicle miles reported by the City multiplied by the FTA unit value of

0.67530381923223126 per revenue vehicle mile. See Attachment A for detail.

3.1 The City shall submit one invoice to LACMTA prior to June 30, 2029, in the amount of $80,438 to receive its payment described above.

3.2 INVOICE BY CITY:

Send invoice with supporting documentation to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
[email protected]
Re: LACMTA MOU# MOUPAICARS26000 M.S. Chelsea Meister (99-4-3) ARTICLE 4. CONDITIONS

4.0 The City agrees to comply with all requirements specified by the FTA guidelines for reporting NTD statistics.

4.4 These expenditures will be subject to AUDIT as part of LACMTA’s annual Consolidated Audit.

ARTICLE 5. REMEDIES

ARTICLE 6. MISCELLANEOUS

6.0 This MOU constitutes the entire understanding between the parties, with respect to the subject matter herein.

6.1 The MOU shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original MOU or the same level of authority.

ARTICLE 7. CONTACT INFORMATION

7.0 LACMTA's Address:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Attention: Chelsea Meister (99-21-3)
[email protected]

7.1 City’s Address:

Carson
801 E. Carson St.

Carson,CA 90745
Attn: Jason Jo
[email protected]
IN WITNESS WHEREOF, the City and LACMTA have caused this MOU to be executed by their duly authorized representatives on the date noted below:

CITY:

City of Carson Los Angeles County Metropolitan
Transportation Authority
_________________________ By: ___________________________

STEPHANIE WIGGINS
Mayor/City Manager Chief Executive Officer
Date: ____________________ Date: _______________________ APPROVED AS TO FORM: APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By: _____________________ By: ____________________
Legal Counsel Deputy
Date: ____________________ Date: __________________ 9/8/2026

ATTACHMENT A
LACMTA Voluntary NTD Reporting Program for FY '24
Using FY '26 FTA Formula Programs Apportionment Data Unit Values Jurisdiction MODE
Total Vehicle
Revenue Miles
Total Vehicle
Revenue Hours
Total Passenger
Miles
Total Operating
Costs $ from VRM $from OPCOST Total Generated
Total ($)Due to Jursd Before
Tier 2 Deduction
Tier II
Operator
Deduction
Total ($)Due to
Jurisdiction
Glendale MB 862,472 99,373 1,216,669 13,647,250 582,430.64 6,057 $ 588,488 588,488 (78,210) 510,278 Pasadena MB 724,016 74,318 2,316,221 8,005,680 488,930.77 37,422 $ 526,353 526,353 (69,952) 456,401 LADOT COMMUNITY DASH MB 4,927,620 444,187 12,008,210 51,188,321 3,327,641 157,308 $ 3,484,948 3,484,948 (463,149) 3,021,800 LADOT DEPARTMENT OF AGING DR 311,424 57,371 350,484 4,360,414 210,306 1,573 $ 211,879 211,879 211,879 Total LADOT 5,239,044 501,558 12,358,694 55,548,735 3,537,946 158,881 $ 3,696,827 3,696,827 3,233,679 - -
Total NTD 5307 Funds 6,825,532 675,249 15,891,584 77,201,665 4,609,308 202,360 4,811,668 4,811,668 (611,311) 9,012,025 -
FY26 Revenue Mile Rate *
FY26 Passenger Mile Rate

0.6753038

0.0558425

ATTACHMENT A
LACMTA Voluntary NTD Reporting Program for FY24
Using FY26 FTA Formula Programs Apportionment Data Values Jurisdiction MODE
Total Vehicle
Revenue Miles $ from VRM
Tier II
Operator
Deduction
Total ($)Due
to
Jurisdiction
Alhambra MB 178,987 120,870.60 120,871
Alhambra DR 103,708 70,034.41 70,034
Artesia DR 28,014 18,917.96 18,918
Azusa DR 93,865 63,387.39 63,387
Baldwin Park MB 198,959 134,357.77 134,358
Baldwin Park DR 23,197 15,665.02 15,665
Bell TD - - -
Bell MB 33,352 22,522.73 22,523
Bell DR 13,489 9,109.17 9,109
Bellflower MB 68,623 46,341.37 46,341
Bellflower DR 17,204 11,617.93 11,618
Bell Gardens MB 99,031 66,876.01 66,876
Bell Gardens DR 34,608 23,370.91 23,371
Burbank MB 232,511 157,015.57 (20,867) 136,148
Burbank DR 73,033 49,319.46 49,319
Calabasas MB 85,335 57,627.05 57,627
Calabasas DR 3,494 2,359.51 2,360
Carson MB 27,569 18,617.45 18,617
Carson DR 91,545 61,820.69 61,821
Cerritos MB 96,604 65,237.05 65,237
Cerritos DR 44,433 30,005.77 30,006
Compton MB 181,041 122,257.68 122,258
Compton DR - - -
Covina DR 50,185 33,890.12 33,890
Cudahy MB 33,213 22,428.60 22,429
Cudahy DR 13,602 9,185.33 9,185
Downey MB 101,660 68,651.39 68,651
Downey DR 43,349 29,273.75 29,274
El Monte MB 236,303 159,576.32 159,576
El Monte DR 41,777 28,212.17 28,212
Glendora MB 44,792 30,248.21 30,248
Glendora DR 48,286 32,607.72 32,608
Huntington Park MB 123,747 83,566.82 83,567
Huntington Park DR 42,663 28,810.49 28,810
LACDPWAvocado MB 38,682 26,122.10 26,122
LACDPWELA MB 217,273 146,725.29 146,725
LACDPWELA DR 37,522 25,338.75 25,339
LACDPWEast Valinda MB 43,961 29,687.03 29,687
LACDPWKing Medical MB 33,907 22,897.53 22,898
LACDPWWillowbrook Shuttle MB 73,978 49,957.63 49,958
LACDPWS.Whittier MB 193,159 130,441.01 130,441
LACDPWAthens MB 36,741 24,811.34 24,811
LACDPWLennox MB 28,500 19,246.16 19,246
LACDPWFloranceFirestone MB 58,491 39,499.20 39,499
Lakewood DR 48,613 32,828.54 32,829
Lynwood MB 141,788 95,749.98 95,750
Malibu DT 5,085 3,433.92 3,434
ManhattanBeach DR 22,044 14,886.40 14,886
Maywood MB 33,101 22,353.23 22,353
Maywood DR 17,698 11,951.53 11,952
MontereyPark MB 271,277 183,194.39 183,194
MontereyPark DR 24,343 16,438.92 16,439
Pico Rivera DR 33,879 22,878.62 22,879
Rosemead MB 111,720 75,444.94 75,445
Rosemead DR 44,107 29,785.63 29,786
Santa Fe Springs DR 16,980 11,466.66 11,467
South Gate MB 118,005 79,689.23 79,689
South Gate DT 119,353 80,599.78 80,600
SouthPasadena DR 24,893 16,810.34 16,810
WestCovina MB 136,879 92,434.91 92,435
WestCovina DR 51,139 34,534.36 34,534
West Hollywood MB 111,869 75,546 75,546
Total 4,491,297 3,032,990 (20,867) 3,012,123
FY26 Revenue Mile Rate 0.6753038
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
CONSENT 24.

To: Honorable Mayor and City Council
From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF AMENDMENT NO. 3 TO THE CONTRACT SERVICES AGREEMENT WITH Z&K CONSULTANTS, INC., FOR CONTINUED ON-CALL CONSTRUCTION MANAGEMENT AND

INSPECTION SERVICES TO SUPPORT THE CITYWIDE PAVEMENT MAINTENANCE PROGRAM AND OTHER

HIGH-PRIORITY CAPITAL IMPROVEMENT PROJECTS, INCREASING THE CONTRACT NOT-TO-EXCEED AMOUNT AND EXTENDING THE AGREEMENT THROUGH JUNE 30, 2028 (CITY COUNCIL) I. SUMMARY
The Public Works Department is responsible for managing and delivering the City's Capital Improvement Program (CIP), which includes improvements to streets, storm drains, public facilities, and other essential infrastructure.

The Department also oversees the annual Citywide Pavement Maintenance Program, which provides for the ongoing repair and rehabilitation of City streets. To support these efforts and supplement existing staff resources, the City contracts with qualified consulting firms to provide construction management and inspection services.

These services help ensure that construction projects are completed on schedule, within budget, and in accordance with approved plans and construction standards.

On November 21, 2023, the City Council approved a 30-month Contract Services Agreement with Z&K Consultants, Inc. (Z&K) for construction management and inspection services, in an amount not to exceed $482,635. The original agreement extended through June 30, 2026, and included two optional one-year extensions. The City also maintains a separate agreement with Z&K for project management services, which has a different scope of work and is not affected by the proposed amendment.

As the City advanced Phases 5, 6, and 7 of the Citywide Pavement Maintenance Program, the City Council approved Amendment No. 1, increasing the contract amount by $308,986. In November 2025, the City Council approved Amendment No. 2, adding $500,797 to support construction management and inspection services for Phases 8, 9, and 10. These amendments increased the total authorized contract amount to $1,292,418 and allowed the City to maintain construction oversight as additional roadway improvements moved forward.

With new phases of the Citywide Pavement Maintenance Program underway and other capital improvement projects requiring continued construction oversight, staff recommends that the City Council approve Amendment No. 3 to the existing agreement with Z&K. The proposed amendment would increase the contract amount by $414,278, bringing the total authorized compensation to an amount not to exceed $1,706,696, and exercise the second and final one-year extension option, extending the agreement through June 30, 2028. Approval of Amendment No. 3 would allow the Public Works Department to continue using Z&K's construction management and inspection services on an as-needed basis to support ongoing and upcoming infrastructure projects.

Maintaining these services will help the City monitor construction progress, verify the quality of completed work, manage project costs, and address potential issues before they result in delays or additional expenses. The proposed amendment supports the timely and cost-effective delivery of planned capital improvements while maintaining appropriate oversight of the City's infrastructure investments.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Amendment No. 3 to the Contract Services Agreement with Z&K Consultants, Inc., for on-call Construction Management and Inspection Professional Services, increasing the contract amount by $414,278, for a revised total not-to-exceed amount of $1,706,696, and extending the agreement through June 30, 2028; and,

2. AUTHORIZE the Mayor to execute Amendment No. 3 following approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE the proposed Amendment No. 3 to the Contract Services Agreement with Z&K Consultants, Inc., for on-call Construction Management and Inspection Professional Services, which would increase the contract amount by $414,278, for a revised total not-to-exceed amount of $1,706,696, and extend the agreement through June 30, 2028.

2. TAKE any other action the City Council deems appropriate, consistent with applicable law.

IV. BACKGROUND
On June 16, 2026, the City Council approved the Fiscal Year 2026-2031 Five-Year Capital Improvement Program (CIP), which identifies planned investments in the City's streets, transportation systems, parks, public facilities, and other essential infrastructure. The approved program includes a growing number of projects, many of which involve increasingly complex construction activities and require additional oversight. At the same time, the City continues to advance its annual Citywide Pavement Maintenance Program, which improves the condition of residential streets through scheduled phases of roadway rehabilitation and maintenance. As these projects move forward, the Public Works Department requires additional professional support to manage construction activities, inspect completed work, monitor costs and schedules, and ensure that improvements meet approved plans, construction standards, and applicable regulations.

To support these efforts, the Public Works Department issued Request for Qualifications (RFQ) No. 23-002Q in 2023, inviting qualified consulting firms to submit their experience and credentials for providing construction management and inspection services on an as-needed basis. These services supplement City staff when additional technical expertise or staffing resources are needed for specific projects. Following a competitive selection process, the City Council approved agreements with three consulting firms on November 21, 2023, including Z&K Consultants, Inc. (Z&K). The original agreement with Z&K established a maximum contract amount of $482,635 for a 30-month term ending June 30, 2026, with the option to extend the agreement for two additional one-year periods.

As the City advanced Phases 5, 6, and 7 of the Citywide Pavement Maintenance Program, the City Council approved Amendment No. 1, increasing Z&K's contract by $308,986, for a revised total not to exceed $791,621.

The additional funding allowed the City to continue receiving construction management and inspection services as roadway improvements progressed. Subsequently, to support Phases 8, 9, and 10 of the program, the City Council approved Amendment No. 2, increasing the contract by an additional $500,797, for a revised total not to exceed $1,292,418, and extending the agreement through June 30, 2027.

With additional pavement maintenance work scheduled during the current fiscal year and several other priority infrastructure projects entering or continuing construction, the Public Works Department anticipates an ongoing need for construction management and inspection support. These services help City staff coordinate contractors, monitor construction progress, review the quality of completed work, identify potential problems early, and verify that projects are constructed according to approved plans and specifications. Maintaining access to these services is particularly important as the City manages multiple construction projects simultaneously while continuing to provide its regular public works services. To address this need, staff recommends that the City Council approve Amendment No. 3 to the existing Contract Services Agreement with Z&K Consultants, Inc. The proposed amendment would increase the contract amount by $414,278, bringing the total authorized compensation to an amount not to exceed $1,706,696, and extend the agreement for one additional year, through June 30, 2028. The amendment would allow the City to continue using Z&K's professional services on an as-needed basis for eligible capital improvement projects and pavement maintenance activities, without having to establish a new consulting agreement for each assignment.

Approval of the proposed amendment would provide the Public Works Department with continued access to construction management and inspection services as the City's infrastructure improvement program advances.

These services help protect the City's investment in public infrastructure by supporting construction quality, monitoring project expenditures, and identifying scheduling or construction issues before they result in more significant delays or costs. Staff recommends approval of Amendment No. 3 to maintain continuity of construction oversight, support timely project delivery, and help ensure that roadway and other public infrastructure improvements are completed in accordance with City requirements.

V. FISCAL IMPACT
If the City Council approves Amendment No. 3, the Contract Services Agreement with Z&K Consultants, Inc. for construction management and inspection services will increase by $414,278, bringing the total contract amount to a not-to-exceed amount of $1,706,696. Of the proposed $414,278 increase, approximately $210,240 is anticipated to be spent during Fiscal Year 2026-27. Sufficient funding is available in the City's adopted Fiscal Year 2026-27 Capital Improvement Program (CIP) budget for Project No. PW1791, Citywide Pavement Maintenance Program (Account No. 101-99-999-904-8009). The remaining $204,038 will be included in the proposed Fiscal Year 2027- 28 budget, subject to City Council approval through the annual budget process. Approval of the amendment will allow the City to continue receiving construction management and inspection services for planned roadway improvements while using existing budgeted funds for the current fiscal year. No additional budget appropriation is required for Fiscal Year 2026-27.

VI. EXHIBITS

1. Z&K Construction Management & Inspection Original Agreement

2. Z&K Construction Management & Inspection Proposed Amendment 3 Attachments
Exhibit 1. Z&K Construction Management & Inspection Original Agreement Exhibit 2. Z&K Construction Management Amendment 3

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
Z & K CONSULTANTS, INC.

THIS AGREEMENT io CONTRACT SERVICES (herein “Agreement”) is made and entered into this 22irdday of : 2028'by and between the CITY OF CARSON, a California municipal corporation (“City”) and Z & K CONSULTANTS, INC., a California corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

Cc. Pursuant to the City of Carson’s Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest 01007.0001/644685.1 -l-

01007.0006 2202934.3
AMENDMENT NO. 3

TO AGREEMENT FOR CONTRACT SERVICES
THIS AMENDMENT NO. 3 TO THE AGREEMENT FOR CONTRACT
SERVICES (“Amendment No. 3”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and Z & K CONSULTANTS, INC., a California corporation (“Consultant”) is effective as of ___ day of October, 2026. City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City and Consultant entered into that certain Agreement for Contract Services dated January 1, 2024 (“Agreement”), whereby Consultant agreed to perform on-call construction management, inspection and materials testing services, including in connection with City’s street paving projects, for a not-to-exceed Contract Sum of $482,635.00 for the Term commencing January 1, 2024 through June 30, 2026, with two optional one (1) year extension periods with pricing for each extension term in Exhibit “C.”
B. City and Consultant entered into an amendment to the Agreement dated July 28, 2025 (“Amendment No. 1”), to increase the Contract Sum by $308,986.00 thereby increasing the not-to-exceed Contract Sum from $482,635.00 to $791,621.00 because the City’s needs for paving on additional streets expanded which in turn necessitated increased work needed by Consultant.

C. City and Consultant entered into an amendment to the Agreement dated December 1, 2025 (“Amendment No. 2”) to increase the Contract Sum by $300,760.00 for the existing term of the Agreement through June 30, 2026 and exercise its first option to extend the Term to June 30, 2027 with an increase in total compensation of $200,037.00 (the full amount allowable under the extension term) thereby bringing the total not-to-exceed Contract Sum from $791,621.00 to $1,292,418.00 to allow Consultant to continue providing construction management, inspection and materials testing services for increased work.

D. City and Consultant now desire to amend the Agreement to increase the Contract Sum by $210,240.00 for the existing term of the Agreement through June 30, 2027, and exercise its second and final option to extend the Term to June 30, 2028 with an increase in total compensation of $204,038.00 (the full amount allowable under the extension term) thereby bringing the total not-to-exceed Contract Sum from $1,292,418.00 to $1,706,696.00 to allow Consultant to continue providing construction management, inspection, and materials testing services.

E. Section 2611(m)(3) of the Carson Municipal Code (“CMC”) provides that any proposed amendment to a contract exceeding $75,000 requires solicitation unless the amendment concerns a change order under Section 2601(d) of the CMC in which event bidding will not be required irrespective of the amount of the change order.

F. This Amendment No. 3 qualifies as a change order because the increased $210,240.00 for the existing term of the Agreement through June 30, 2027 concerns a change to 01007.0006 2202934.3
the price arising out of reasonably unforeseeable circumstances borne out of the original scope of the Agreement.

TERMS

1. Incorporation of Recitals. The Recitals set forth above are incorporated into and are a part of this Amendment No. 3.

2. Terms and Definitions. All words, terms and phrases used or referenced in this Amendment No. 3, not expressly defined in this Amendment No. 3, shall have the same meaning ascribed to them in the Agreement.

3. Contract Changes. The Agreement is amended as provided herein (new text in bold italics and deleted text in strikethrough).

A. Section 2.1 (Contract Sum) of the Agreement is hereby amended to read in its entirety as follows:
“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Two Seven Hundred Ninety Two Six Thousand Four Six Hundred Eighteen Ninety-Six Dollars and Zero Cents ($1,706,696.00) ($1,292,418.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. In the event City elects to exercise its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase consistent with the additional not to exceed compensation applicable to such Extension Term, as set out in Exhibit “C.”” B. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows:
“3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services commencing January 1, 2024 and expiring June 30, 20287, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may, at its sole discretion, elect to extend the term by one (1) additional one-year term (an “Extension Term”). The pricing to be applied for such Extension Term is listed in Exhibit “C.””
C. Section I of Exhibit “C” (Schedule of Compensation) is hereby amended to read in its entirety as follows:
01007.0006 2202934.3
“The not to exceed compensation amounts are as follows:

January 1, 2024 through June 30, 2024: $94,250.00
July 1, 2024 through June 30, 2025: $279,336.00
July 1, 2025 through June 30, 2026: $718,795.00
July 1, 2026 through June 30, 2027: $200,037.00 $410,277.00 July 1, 2027 through June 30, 2028: $204,038.00
Total: $1,292,418.00 $1,706,696.00
July 1, 2027 through June 30, 2028: $204,038.00 (extension period)” D. Section IV of Exhibit “C” (Schedule of Compensation) is hereby amended to read in its entirety as follows:
“The total compensation for the Services shall not exceed $1,706,696.00 $1,292,418.00 as provided in Section 2.1 of this Agreement.”

4. Continuing Effect of Agreement. Except as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3 to this Agreement.

5. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, Amendment No. 1, and Amendment No. 2. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein, Amendment No. 1, and Amendment No. 2. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3, is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment No. 3, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.
01007.0006 2202934.3

7. Authority. The persons executing this Amendment No. 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound.

8. Counterparts. This Amendment No. 3 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 3. [SIGNATURES ON FOLLOWING PAGE]
01007.0006 2202934.3
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation
Lula Davis-Holmes, Mayor
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[pks; rjl]
CONSULTANT:

Z & K CONSULTANTS, INC., a California
corporation
By:

Name:

Title:

By:

Name:

Title:

Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS

SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, October 20, 2026, 5:00 PM
CONSENT 25.

To: Honorable Mayor and City Council
From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDERATION OF A MEMORANDUM OF AGREEMENT FOR THE DEVELOPMENT OF A

DOMINGUEZ CHANNEL ESTUARY ASSESSMENT STUDY WITH THE COUNTY OF LOS ANGELES, THE LOS

ANGELES COUNTY FLOOD CONTROL DISTRICT, CITY OF LONG BEACH, CITY OF TORRANCE, CITY OF LOS ANGELES, AND CALTRANS AND CONSIDER ADOPTION OF RESOLUTION 26-109, A RESOLUTION OF THE CITY OF CARSON COUNCIL AMENDING THE FISCAL YEAR 2026-27 BUDGET IN THE GENERAL FUND,

SPECIAL REVENUE FUNDS, ENTERPRISE FUNDS, AND THE CAPITAL IMPROVEMENT PROGRAM (CIP)

FUND (CITY COUNCIL)
I. SUMMARY
On May 5, 2011, the Los Angeles Regional Water Quality Control Board (Regional Water Board) adopted pollution limits, known as Total Maximum Daily Loads (TMDLs), to address toxic pollutants in the Dominguez Channel watershed. These requirements, together with the City's stormwater discharge permit, require Carson and other responsible agencies to identify and reduce pollutants entering the channel through their storm drainage systems.

The goal is to improve water quality, reduce contamination in sediment and fish, and protect aquatic life and the surrounding environment.

In 2016, the City participated with other agencies in developing a Contaminated Sediment Management Plan (CSMP) for the Dominguez Channel Estuary, the downstream portion of the channel where freshwater and ocean water meet. The plan evaluated existing contamination and identified potential measures to improve water quality.

In 2022, the Regional Water Board updated its requirements and directed participating agencies to revise the plan to include a more detailed strategy for identifying and addressing areas with elevated concentrations of pollutants, commonly referred to as contamination "hot spots."
To meet these updated requirements, the City is working with Los Angeles County and other agencies in the Dominguez Channel watershed to complete the next phase of the Dominguez Channel Estuary Assessment Study.

Larry Walker Associates, an environmental consulting firm, will conduct additional sediment sampling and laboratory testing to determine the types and concentrations of pollutants present in the channel. The results will help identify areas of concern, evaluate whether cleanup or other corrective measures are necessary, and guide the preparation of an updated Contaminated Sediment Management Plan. The updated plan will document the study's findings and provide recommendations for addressing identified contamination in accordance with the Regional Water Board's requirements.

The proposed Memorandum of Agreement (MOA) establishes the responsibilities and financial contributions of the participating agencies. Carson's share of the study is $304,201.36, based on the City's proportion of the land area that drains into the Dominguez Channel. Sharing the cost among participating agencies allows the City to meet its regulatory responsibilities through a coordinated regional effort rather than conducting a separate study.

Staff recommends that the City Council approve the proposed Memorandum of Agreement (Exhibit No. 1), authorizing the City's participation in the study for a total amount not to exceed $304,201.36. Approval will allow the City to fulfill its share of the required environmental assessment, support compliance with state water quality regulations, and help identify appropriate measures to improve the long-term health of the Dominguez Channel.

The study is eligible for Measure W funding, which is dedicated to stormwater management and water quality improvements. Any future cleanup or construction activities identified through the study would be evaluated separately, including their associated costs and funding requirements.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE a Memorandum of Agreement for the Development of the Dominguez Channel Estuary Assessment with the County of Los Angeles, the Los Angeles County Flood Control District, City of Long Beach, City of Torrance, City of Los Angeles, and Caltrans for a negotiated fee not to exceed $304,201.36; and,

2. WAIVE further reading and ADOPT Resolution No. 26-109, "A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2026-27 BUDGET IN THE GENERAL FUND, SPECIAL REVENUE FUNDS, ENTERPRISE FUNDS, AND THE CAPITAL IMPROVEMENT PROGRAM (CIP) FUND"; and,

3. AUTHORIZE the Mayor to execute the Memorandum of Agreement following approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE the Memorandum of Agreement.

2. TAKE another action the City Council deems appropriate and consistent with the requirements of the law.

IV. BACKGROUND
The Dominguez Channel is a major drainage channel that carries stormwater runoff from Carson and surrounding communities toward the Los Angeles Harbor. The United States Environmental Protection Agency (EPA) has identified the channel as an impaired water body, meaning that certain pollutants exceed established water quality standards. In response, the Los Angeles Regional Water Quality Control Board (Regional Water Board) adopted pollution limits, known as Total Maximum Daily Loads (TMDLs), to reduce harmful substances entering the channel. These pollutants include heavy metals, such as copper, zinc, and lead; pesticides; and industrial chemicals, including polychlorinated biphenyls (PCBs) and polycyclic aromatic hydrocarbons (PAHs). These substances can accumulate in sediment at the bottom of the channel and pose risks to aquatic life and the surrounding environment. The established pollution limits are intended to improve water quality, reduce contamination, and protect aquatic ecosystems.

Under the Municipal Separate Storm Sewer System (MS4) Permit, last updated in 2021, Los Angeles County and 84 cities within the County are required to comply with water quality regulations intended to reduce pollution carried by stormwater runoff. The permit regulates how public agencies manage stormwater that flows from streets, neighborhoods, businesses, and other developed areas into local waterways. The City of Carson is identified as one of the agencies responsible for addressing toxic pollutants in the Dominguez Channel because portions of the City's storm drainage system discharge into the channel. As a result, Carson must participate in efforts to identify sources of contamination, evaluate water quality conditions, and implement appropriate measures to reduce pollution.

To meet these regulatory requirements, the Regional Water Board established a three-phase approach for evaluating and addressing contaminated sediment in the Dominguez Channel. Sediment refers to soil, sand, and other materials that settle at the bottom of waterways and can accumulate pollutants over time. The first phase was completed in 2016 through the preparation of a Contaminated Sediment Management Plan (CSMP), which evaluated existing conditions and identified potential measures to reduce pollution. The second phase, which must be completed by March 23, 2027, requires additional investigation and an updated management plan to identify and address areas with elevated contamination levels. The third phase, scheduled for completion by March 23, 2032, includes implementing corrective measures, as necessary, to address identified contamination.

The original 2016 Contaminated Sediment Management Plan recommended several approaches to reducing pollution entering the channel. These included physical improvements, such as stormwater treatment facilities and other infrastructure designed to capture or filter pollutants, as well as operational measures, such as improved maintenance practices and pollution prevention programs. The plan also included an initial evaluation of sediment quality and identified areas where contamination may require further investigation. In 2022, the Regional Water Board revised the applicable pollution requirements and directed participating agencies to update the plan with a more detailed strategy for identifying and addressing areas of concentrated contamination, commonly referred to as pollution "hot spots."
The proposed Memorandum of Agreement (MOA) would allow the City of Carson to participate with Los Angeles County and other responsible agencies in completing the second phase of this required work. An MOA is a formal agreement that establishes the responsibilities, financial contributions, and coordination requirements of the participating agencies. Because stormwater pollution crosses jurisdictional boundaries, a coordinated regional approach allows participating agencies to share the cost of the study, avoid duplicating work, and develop a consistent strategy for addressing contamination throughout the watershed, which is the land area that drains into the Dominguez Channel.

In 2024, Los Angeles County Public Works retained Larry Walker Associates, an environmental consulting firm, to begin preparing the updated Contaminated Sediment Management Plan. The consultant's work is organized into four primary components: project administration, development of a technical work plan, field investigations and analysis, and preparation of the final updated management plan. The County previously authorized the initial administrative and planning activities, which included reviewing historical water quality information, identifying locations where sediment samples should be collected, establishing testing procedures, and developing quality control measures to ensure reliable results.

The technical work plan was subsequently submitted to the appropriate Water Boards for review and approval.

With that approval completed, Los Angeles County is now requesting authorization from the participating agencies to proceed with the remaining work. This next phase will include collecting sediment samples from the Dominguez Channel, conducting laboratory testing to determine the types and concentrations of pollutants present, evaluating potential sources and causes of contamination, and preparing an updated Contaminated Sediment Management Plan for Regional Water Board review. The completed study will provide the information necessary to identify areas requiring additional attention and help guide future pollution reduction and cleanup efforts.

Larry Walker Associates has submitted a proposal totaling $656,587 to complete the required technical work, as detailed on page 17 of Exhibit No. 1. Los Angeles County Public Works will oversee and coordinate the regional study and has included a 5% administrative charge of $32,829.35. This brings the total project cost for all participating agencies to $689,416.35. Project costs will be shared among the participating agencies based on the percentage of the Dominguez Channel watershed located within each agency's jurisdiction. This method distributes costs according to each agency's relative drainage area within the watershed. The Los Angeles County Flood Control District will contribute 10% of the total project cost, with the remaining amount allocated among participating agencies. Carson accounts for approximately 49.03% of the participating watershed area, resulting in a proposed City contribution of $304,201.36. The City's contribution will be distributed over two fiscal years, as follows:

Fiscal Year
City's
Contribution
FY 2026-27 $191,922.15
FY 2027-28 $112,279.21
Total $304,201.36
The City's share of the project is eligible for funding through Measure W, also known as the Los Angeles County Safe, Clean Water Program. Measure W provides dedicated funding to support stormwater quality improvements, pollution reduction, and related water management activities. Using this funding source would allow the City to meet its regional stormwater compliance obligations while supporting efforts to improve water quality in the Dominguez Channel.

Consequently, staff recommends that the City Council approve the proposed Memorandum of Agreement authorizing the City's participation in the updated Dominguez Channel Contaminated Sediment Management Plan, for a total City contribution not to exceed $304,201.36. Approval would allow the City to participate in the required environmental investigation, satisfy its share of the regional funding obligation, and support compliance with applicable state and federal water quality requirements.

V. FISCAL IMPACT
The proposed Memorandum of Agreement qualifies for funding through Measure W, also known as the Los Angeles County Safe, Clean Water Program, which provides dedicated funding for stormwater management and water quality improvements. If the City Council approves the agreement, staff recommends adopting Resolution No. 26-109 to authorize a budget transfer of $191,922.15 from the City's Measure W-funded Storm Drain Infrastructure Account (No. 295-99-999-904-8011) to the General Fund Professional Services Account (No. 101-80- 820-285-6004). This transfer will provide the funding necessary to cover the City's share of the study costs for Fiscal Year 2026-27 without requiring additional unrestricted General Fund resources. The remaining $112,279.21 of the City's total $304,201.36 commitment will be included in the proposed Fiscal Year 2027-28 Operating Budget, subject to City Council approval through the annual budget process. This approach will allow the City to meet its financial obligations under the agreement using eligible Measure W funds while spreading the costs over two fiscal years. The proposed Fiscal Year 2026-27 budget adjustments are summarized below:

Account Number Description Budget Adjustment
295-99-999-904-
8011
Storm Drain
Infrastructure ($191,922.15)
101-80-820-285-
6004
Professional
Services $191,922.15
Net Budget Change $0.00
VI. EXHIBITS

1. Memorandum of Agreement

2. Resolution No. 26-109
Attachments

1. Memorandum of Agreement

2. Resolution No. 26-109
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MEMORANDUM OF AGREEMENT

BETWEEN THE COUNTY OF LOS ANGELES, THE LOS ANGELES COUNTY

FLOOD CONTROL DISTRICT, CITY OF CARSON, CITY OF LONG BEACH, CITY OF

TORRANCE, CITY OF LOS ANGELES, AND CALTRANS

FOR THE DEVELOPMENT OF A DOMINGUEZ CHANNEL ESTUARY

ASSESSMENT STUDY
This Memorandum of Agreement (MOA), is made and entered into as of the date of the last signature set forth below by and among the County of Los Angeles (COUNTY), a political subdivision of the State of California, the Los Angeles County Flood Control District (LACFCD), a body corporate and politic, City of Carson (CARSON), City of Long Beach (LONG BEACH), City of Torrance (TORRANCE), City of Los Angeles (LOS ANGELES), and the California Department of Transportation (CALTRANS). Collectively, these entities shall be known herein as PARTIES or individually as PARTY.

WITNESSETH
WHEREAS, effective December 28, 2012, the Los Angeles Regional Water Quality Control Board (Regional Board) issued National Pollutant Discharge Elimination System (NPDES) Permit for Municipal Separate Storm Sewer System (MS4) Discharges, Order No. R4-2012-0175 (2012 MS4 Permit); and
WHEREAS, the 2012 Permit required that the LACFCD, COUNTY, and 84 of the 88 cities (excluding Avalon, Lancaster, Long Beach, and Palmdale) within the County of Los Angeles comply with the prescribed elements of the permit; and WHEREAS, on September 11, 2021, the Regional Board issued a new MS4 Permit, Order No. R4-2021-0105 (2021 MS4 Permit or MS4 Permit) which became effective, superseding the 2012 MS4 Permit, and requires that LACFCD, the COUNTY, 85 cities within Los Angeles County, Ventura County Watershed Protection District, the County of Ventura and 10 cities within Ventura County comply with its prescribed elements; and WHEREAS, effective January 1, 2023, the State Water Resources Control Board (State Board) issued Statewide NPDES Municipal Stormwater Permit for CALTRANS (CALTRANS Permit); and
WHEREAS, the CALTRANS Permit requires CALTRANS comply with its prescribed elements; and
WHEREAS, on May 5, 2011, the Regional Board adopted the Total Maximum Daily Loads (TMDLs) for Toxic Pollutants, with the intent of protecting and improving water quality in the Dominguez Channel and the Greater Los Angeles and Long Beach Harbor Waters (Dominguez Channel Toxics TMDL), which subsequently became effective upon approval by United States Environmental Protection Agency (USEPA) on March 23, 2012; and
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WHEREAS, the Dominguez Channel Toxics TMDL and its requirements have been incorporated into the MS4 Permit and CALTRANS Permit; and WHEREAS, on October 13, 2022, the Regional Board adopted a revision to the Dominguez Channel Toxics TMDL, which included a requirement to revise the Contaminated Sediment Management Plan (CSMP) to include milestones with specific plans and associated completion dates for remediating identified hot spots in the Dominguez Channel Estuary; and
WHEREAS, on January 17, 2024, the State Board approved the revisions to the Dominguez Channel Toxics TMDL, which was subsequently approved by the Office of Administrative Law on August 15, 2025, and this TMDL is currently pending approval by USEPA; and
WHEREAS, the PARTIES have agreed to collaborate on the development of a revised CSMP for the PARTIES to comply with certain elements of the MS4 Permit or CALTRANS Permit, as applicable; and
WHEREAS, the PARTIES agree that each shall assume full and independent responsibility for ensuring its own compliance with the MS4 Permit or CALTRANS Permit, as applicable, despite the collaborative approach of this MOA; and WHEREAS, the PARTIES have determined that hiring a consultant to prepare a revised CSMP will be beneficial to the PARTIES, and to that end, desire to participate and provide funding for consultant services; and
WHEREAS, the COUNTY will act on behalf of the PARTIES in the administration of the consultant service agreement for the preparation of the revised CSMP; and WHEREAS, the COUNTY, on behalf of the PARTIES, retained a consultant, Larry Walker Associates (Consultant) to prepare a final Scope of Work and cost proposal for part of the development of revised CSMP, attached hereto as Exhibit B; and WHEREAS, the PARTIES have agreed that the preparation of the CSMP will consist of three phases; and
WHEREAS, Phase 1 will consist of conducting a Sediment Assessment Study to characterize the levels, special extent, and cause(s) of impairment in the Dominguez Channel Estuary; and
WHEREAS, Phase 2 will consist of the development of Sediment Remediation Plan to determine the appropriate method for addressing impaired hot spots identified through the Sediment Assessment Study; and
WHEREAS, Phase 3 will consist of updating the CSMP based on the findings of the Sediment Assessment Study and Sediment Remediation Plan and submitting the updated CSMP to the Regional Board; and
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WHEREAS, the PARTIES agree to provide funding for the development of the revised CSMP in accordance with the cost allocation in Exhibit A and any subsequent amendments, as applicable; and
WHEREAS, Exhibit A presently contains the Consultant cost estimates for Phases 1 and 3; and
WHEREAS, the specific tasks and associated costs for the development of Sediment Remediation Plan, Phase 2, would be dependent on the findings of the Sediment Assessment Study in Phase 1; and
WHEREAS, the PARTIES agree to retain a specialized engineering firm for the development of the Sediment Remediation Plan upon the completion of Phase 1; and WHEREAS, upon determination of the tasks and costs of the Sediment Remediation Plan, Exhibit A will be amended to reflect the updated cost share per agency; and WHEREAS, the PARTIES agree that the amendment to Exhibit A will be approved based on consensus on the tasks and costs of the Sediment Management Plan; and WHEREAS, the contract administration cost shall be 5% of the total cost; and WHEREAS, other MS4 Permittees may wish to participate in the CSMP; and WHEREAS, the PARTIES contemplate allowing other MS4 Permittees to participate in the CSMP and fund their pro-rata share in accordance with cost allocation formula of Exhibit A; and
WHEREAS, the PARTIES agree that other MS4 Permittees may join in this MOA by entering into an amendment to this MOA, to be executed by the COUNTY on behalf of the remaining PARTIES. When doing so, the COUNTY shall not bind the PARTIES to an obligation that is greater than what is stated in this original MOA. The net result of such amendment(s) should reduce the currently shown pro rata share of the PARTIES.

NOW, THEREFORE, in consideration of the mutual benefits to be derived by the PARTIES, and of the promises contained in this MOA, the PARTIES agree as follows:

Section 1. Recitals: The recitals set forth above are fully incorporated as part of this MOA.

Section 2. Purpose: The purpose of this MOA is to cooperatively fund the preparation, and submittal of the revised CSMP to the Regional Board.

Section 3. Cooperation: The PARTIES shall fully cooperate with one another to attain the purpose of this MOA.
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Section 4. Voluntary: This MOA is voluntarily entered into for the purpose of preparing and submitting the revised CSMP to the Regional Board.

Section 5. Term: This MOA shall become effective on the date of the last PARTY signature set forth below and shall remain in effect until all of the following has occurred:
(1) the Regional Board gives final approval of the revised CSMP, (2) the COUNTY has provided written notice of completion of the Scope of Work attached hereto, (3) the COUNTY has received payment by all PARTIES of their allocated pro-rata share hereunder, and (4) the PARTIES have received final reports from County.

Section 6. Assessment for Proportional Cost for CSMP: The PARTIES agree to pay the COUNTY for preparation and delivery of the revised CSMP in the amounts shown in Exhibit A, attached hereto and incorporated herein by this reference. The COUNTY will invoice the PARTIES per section 9 of this MOA based on the allocated costs to each PARTY as shown in Exhibit A.

Section 7. COUNTY agrees:
a. To utilize the funds deposited by the PARTIES only for the administration of the Consultant contract, project management, and the completion and submittal of the revised CSMP to the Regional Board.
b. To contract with the Consultant and to be responsible for coordinating the activities of the Consultant. The COUNTY will be compensated for the administration and management of the Consultant contract at a percentage of five percent (5%) of each PARTY’S contract cost for preparation of the revised CSMP as described in Table 3 of Exhibit A. The COUNTY will comply with all procurement requirements applicable to said selection. The COUNTY shall ensure adherence to the Scope of Work attached as Exhibit B and incorporated herein by this reference.
c. To provide the PARTIES with an electronic copy of the draft and final revised CSMP as submitted to the Regional Board.
d. To provide an accounting within ninety (90) days after the termination of this MOA or within ninety (90) days of cancellation thereof and return to each PARTY its proportional share of the unused portion of all funds deposited with the COUNTY, if any, in accordance with the cost allocation formula in Table 2 of Exhibit A. e. To seek cost proposal from an Engineering Firm (Firm) for the development of Sediment Remediation Plan and amend cost allocation in Exhibit A, as applicable, upon written approval of the PARTIES.
f. To notify the PARTIES in writing if the actual cost of the preparation of the revised CSMP will exceed the cost shown in Exhibit A (after accounting for the cost of Phase 3) and obtain written approval of the increase from the PARTIES. Upon written approval of the increased costs by the PARTIES, the COUNTY will 5 of 17
invoice the PARTIES per the cost allocation formula in Table 2 of Exhibit A for these additional expenditures at an amount not to exceed fifteen percent (15%) of the original cost estimate as shown in Exhibit A. This fifteen percent (15%) contingency will not be invoiced unless actual expenditures exceed the original cost. Expenditures that exceed the fifteen percent (15%) contingency will require an amendment to this MOA.

Section 8. The PARTIES agree:
a. To make a full faith effort to cooperate with one another to achieve the purposes of this MOA by providing information about project opportunities, reviewing deliverables in a timely manner, and informing their respective administration, agency heads, and/or governing body.
b. To grant reasonable access rights and entry to the Consultant/Firm, on an asneeded basis during the terms of this MOA, to any PARTY’S storm drains, channels, catch basins, and related properties (Facilities) to achieve the purposes of this MOA, provided, however that prior to entering any PARTY’S Facilities, the COUNTY or the Consultant/Firm shall provide written notice to such PARTY at least seventy-two (72) hours in advance. For the purposes of this provision, written notice shall include notice delivered via e-mail to the applicable PARTY representative.
c. That other MS4 Permittees may join in this MOA by entering into an amendment to this MOA, provided that (1) all PARTIES agree to allow the MS4 Permittee to participate in the CSMP and agree on the amount that MS4 Permittee will be required to contribute; and (2) the amendment will not increase the cost share of any existing PARTY. Notwithstanding section 12(d) of this MOA, the PARTIES agree that an amendment to add such an MS4 Permittee as a contributing participant in the CSMP may be executed by the COUNTY on behalf of the remaining PARTIES, and that, upon execution of such an amendment by the COUNTY and the MS4 Permittee, that MS4 Permittee will become a PARTY to this MOA and shall be subject to all the rights, duties, and obligations set forth in this MOA. When doing so, the COUNTY shall not bind the PARTIES to an obligation that is greater than what is stated in this original MOA. The net result of such amendment(s) should reduce the currently shown pro rata share of the PARTIES. d. Grant of Access Rights onto CALTRANS Right of Way – Any party intending to enter onto a CALTRANS right of way shall first make a written request to CALTRANS, identifying the site location, extent of access by persons (and equipment, if any), dates and times of entry, as well as an explanation of the purpose of that entry. CALTRANS shall thereafter determine, within ten (10) working days, if that entry will be allowed without a formal Encroachment Permit issued by the District Permit Engineer as an authorized presence of nonCALTRANS parties not interfering with or threatening the safety of the traveling public or the integrity of the CALTRANS infrastructure. In such case, 6 of 17
CALTRANS shall condition that right of entry on the accompaniment of a CALTRANS representative who shall be empowered to restrict or limit the access of those permittees, as deemed necessary, at the sole discretion of CALTRANS. Where adverse impacts to traffic or the traveled way can be anticipated by CALTRANS, CALTRANS may require the requesting party to submit a formal Encroachment Permit application, to be filed and completed together with Traffic Control Plans when necessary (which must be prepared by or under the supervision of a traffic engineer licensed in the State of California) with the District Permit Engineer. An Encroachment Permit may require as much as six (6) weeks to be issued depending upon the extent of coordination and development of traffic controls required for that access.

CALTRANS will endeavor, in good faith, to satisfy all requests for access as promptly as possible.
e. CALTRANS Obligations - All obligations of CALTRANS under the terms of this MOA are subject to the appropriation of the resources by the Legislature and the allocation of resources by the California Transportation Commission. This MOA has been written before ascertaining the availability of federal or state legislative appropriation of funds, for the mutual benefit of the Parties in order to avoid program and fiscal delays that would occur if this MOA was executed after that determination was made. This MOA is valid and enforceable as to CALTRANS as if sufficient funds have been made available to CALTRANS by the United States Government or California State Legislature for the purposes set forth in this MOA. If the United States Government or the California State Legislature does not appropriate sufficient funds for CALTRANS to participate in this MOA, this MOA may be amended in writing by the Parties to reflect any agreed upon reduction in the percentage of funds contributed by CALTRANS to continue its participation in this MOA. CALTRANS, however, has the option to withdraw from this MOA in the event sufficient funds are not appropriated for CALTRANS. Should CALTRANS exercise its option to withdraw from this MOA, CALTRANS shall remain responsible for its share of liability, if any, incurred while participating in this MOA.

Section 9. Invoice and Payment
a. Payment: The PARTIES shall reimburse the COUNTY for their proportional cost-share for preparation and delivery of the revised CSMP as shown in Exhibit A (including additional cost share amounts that would be incorporated later for Phase 2) within sixty (60) days of receiving an invoice from the COUNTY.
b. Invoice: For Phases 1 and 3, the COUNTY will invoice the PARTIES across two fiscal years as shown in Table 4 of Exhibit A. Any PARTY wishing to be invoiced their total cost-share in one invoice may notify the COUNTY in writing following the execution of this MOA. The COUNTY will invoice the PARTIES separately for costs associated with Phase 2, as applicable.
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Section 10: Indemnification
a. To the extent permitted by law, each PARTY shall indemnify, defend, and hold harmless each other PARTY, including its special districts, elected and appointed officers, employees, agents, attorneys, and designated volunteers from and against any and all liability, including, but not limited to demands, claims, suits or actions, fees, costs, and expenses (including reasonable attorney’s and expert witness fees), arising from or connected with the respective acts of each PARTY arising from or related to this MOA including but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability; provided, however, that no PARTY shall indemnify another PARTY for that PARTY’s own negligence or willful misconduct. b. Neither a PARTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by the other PARTIE(S) and/or its agents under or in connection with any work, authority or jurisdiction conferred upon the other PARTIE(S) under this MOA.
c. Each PARTY shall be responsible for the acts and omissions of its own officers, officials, employees, agents, contractors, and volunteers. No PARTY shall be liable for the acts or omissions of another PARTY except as expressly provided in this Agreement. Consistent with the indemnification obligations set forth herein, where liability arises from the concurrent acts or omissions of two or more PARTIES, responsibility for such liability, including any obligation to defend, indemnify, or hold harmless, shall be allocated among the PARTIES in proportion to their respective degrees of fault as determined by agreement of the PARTIES or by court of competent jurisdiction.

Section 11. Termination or Forfeiture
a. This MOA may be terminated upon the express written agreement of all PARTIES. If this MOA is terminated, the PARTIES agree that remaining funds deposited, if there are any after payment of invoices due at the time of termination, will be distributed based upon the same percentage as such funds were contributed. Completed work shall be owned by all PARTIES. Rights to uncompleted work by the Consultant still under contract will be held by the PARTY or PARTIES who fund the completion of such work. Should any of the work not be completed, then each PARTY shall be refunded in the amount equal to any of the work not completed and administration costs associated with this incomplete work.
b. If a PARTY fails to substantially comply with any of the terms or conditions of this MOA, that PARTY shall forfeit its rights to work completed through this MOA, but no such forfeiture shall occur unless and until the defaulting PARTY has first 8 of 17
been given notice of its default and, a reasonable opportunity to cure the alleged default.
c. Withdrawal by any PARTY from this MOA. Any PARTY to this MOA can withdraw from this MOA upon all PARTIES agreeing to an amendment of AGREEMENT to remove the withdrawing PARTY from it. If one of the PARTIES elects to withdraw from cost sharing of Monitoring Services before the end of the term of this MOA, it is agreed that the withdrawing party pays all associated fees incurred up to the date of withdrawal and that the remaining cost share will be distributed among the other PARTIES. based on the existing cost allocation formula. In the event of such Amendment, the withdrawing PARTY will be responsible for its share of implementation of the CSMP and monitoring the TMDL, and for payment of any fines, penalties or costs incurred by them as the result of non- performance of the CSMP.

Section 12. General Provisions
a. Notices. Any notices, bills, invoices, or reports relating to this MOA, and any request, demand, statement or other communication required or permitted hereunder shall be in writing and shall be delivered to the Representative of the PARTY. PARTIES shall promptly notify each other of any change of contact information, including personnel changes. Written notice shall include notice delivered via email, reader notification requested, or fax. A notice shall be deemed to have been received on (a) the date of delivery, if delivered by hand during regular business hours, or by confirmed facsimile or by email; or (b) on the third (3rd) business day following mailing by registered or certified mail (return receipt requested).
b. Relationship of Parties. The PARTIES are and shall remain at all times as to each other, wholly independent entities. No PARTY shall have power to incur any debt, obligation, or liability on behalf of another PARTY unless expressly provided to the contrary by this MOA. No official, employee, agent, or officer of a PARTY shall be deemed for any purpose whatsoever to be an official, agent, employee or officer of another PARTY.
c. Binding Effect. This MOA shall be binding upon and inure to the benefit of each PARTY and its respective heirs, administrators, successors and assigns. d. Amendment. The terms and provisions of this MOA may not be amended, modified, or waived, except by an instrument in writing signed by all PARTIES who have not terminated their interests herein or whose involvement has not terminated by reason of non-payment or default.
e. Waiver. Waiver by any PARTY of any term, condition, or covenant of this MOA shall not constitute a waiver of any other term, condition, or covenant. Waiver 9 of 17
by any PARTY of any breach of the provisions of this MOA shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this MOA.
f. Law to Govern; Venue. This MOA shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the PARTIES, venue in the state trial courts shall lie exclusively in the County of Los Angeles.
g. No Presumption in Drafting. The PARTIES agree that the general rule that a contract is to be interpreted against the PARTY drafting it, or the PARTY causing it to be prepared, shall not apply.
h. Interpretation. All PARTIES have been represented by counsel in the preparation and negotiation of this MOA. Accordingly, this MOA shall be construed according to its fair language.
i. Entire MOA. This MOA constitutes the entire agreement of the PARTIES with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto. j. Severability. If any term, provision, condition or covenant of this MOA is declared or determined by any court or competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOA shall not be affected thereby and this MOA shall be read and constructed without the invalid, void, or unenforceable provision(s).
k. Counterparts. This MOA may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute but one and the same instrument, provided, however, that such counterparts shall have been delivered to all PARTIES .

IN WITNESS WHEREOF, the PARTIES hereto have caused this MOA to be executed by their duly authorized representatives and affixed as of the date of signature of the PARTIES:
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COUNTY OF LOS ANGELES
By

MARK PESTRELLA, PE
Director of Public Works
Date
APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By
Grace V. Chang, Principal Deputy Date

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LOS ANGELES COUNTY FLOOD CONTROL DISTRICT
By

MARK PESTRELLA, PE
Chief Engineer
Date
APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By
Grace V. Chang, Principal Deputy Date
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CITY OF LOS ANGELES
Date: _____________________ By: _________________________

Aura Garcia, President
Board of Public Works
ATTEST:
_________________________
Holly L. Wolcott
Interim City Clerk
APPROVED AS TO FORM:
_________________________
Hydee Feldstein Soto
City Attorney
By: ______________________
Adena M. Hopenstand
Deputy City Attorney
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CITY OF CARSON
By: _____________________________ _______________________ Lula Davis-Holmes, Mayor Date

APPROVED AS TO FORM:

ALESHIRE & WYNDNER, LLP
By: _____________________________
Sunny K. Soltani, City Attorney
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CITY OF TORRANCE
By: _____________________________ _______________________ [First Name, Last Name] Date
[Title]
APPROVED AS TO FORM:
[First Name, Last Name]

CITY ATTORNEY
By: _____________________________
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CITY OF LONG BEACH
By: _____________________________ _______________________ [First Name, Last Name] Date
[Title]
APPROVED AS TO FORM:
[First Name, Last Name]

CITY ATTORNEY
By: _____________________________
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STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION
By: _____________________________ _______________________ [First Name, Last Name] Date
[Title]
APPROVED AS TO FORM:
[First Name, Last Name]

CITY ATTORNEY
By: _____________________________

EXHIBIT A
Table 1: Total Cost Estimate for Phases 1 and 3
CSMP Contract Cost $ 656,587.00
Contract Administration $ 32,829.35
Total Cost $ 689,416.35
Table 2: Cost Allocation Formula
Table 3: Distributed Cost Among CSMP Responsible Parties Responsible Party
Total Area in
Watershed (Acres)
Responsible Parties
Percent of Total Area
Allocated Contract
Cost
Contract Administration
Cost (5%) (except FCD 10%) Total Cost
LACFCD1
$ 65,658.70 $ 3,282.94 $ 68,941.64
Carson 10,755.92 49.03% $ 289,715.59 $ 14,485.78 $ 304,201.36 Long Beach 442.65 2.02% $ 11,922.98 $ 596.15 $ 12,519.13 Los Angeles 3,398.44 15.49% $ 91,538.52 $ 4,576.93 $ 96,115.45 Torrance 3,733.67 17.02% $ 100,568.10 $ 5,028.40 $ 105,596.50 Caltrans 714.30 3.26% $ 19,239.99 $ 962.00 $ 20,201.99
County of Los Angeles 2,893.70 13.19% $ 77,943.12 $ 3,897.16 $ 81,840.28 Total 21,938.68 100.00% $ 656,587.00 $ 32,829.35 $ 689,416.35 Table 4: Invoicing Schedule
Responsible Party FY 2026-2027 Invoice FY 2027-2028 Invoice Total Cost LACFCD1
$ 43,495.62 $ 25,446.02 $ 68,941.64
Carson $ 191,922.15 $ 112,279.21 $ 304,201.36
Long Beach $ 7,898.38 $ 4,620.75 $ 12,519.13
Los Angeles $ 60,639.71 $ 35,475.73 $ 96,115.45
Torrance $ 66,621.36 $ 38,975.14 $ 105,596.50
Caltrans $ 12,745.54 $ 7,456.46 $ 20,201.99
County of Los Angeles $ 51,633.44 $ 30,206.84 $ 81,840.28 Total $ 434,956.20 $ 254,460.15 $ 689,416.35
(1) LACFCD will contribute 10% of the overall cost
N/A
Total Cost = ((Contract Cost-LACFCD Allocation) x Responsible Parties' Percent of Total Area) + 5% Admin Cost 17 of 17

EXHIBIT B

NTP AND FINAL SCOPE OF WORK

COUNTY OF LOS ANGELES

DEPARTMENT OF PUBLIC WORKS
“To Enrich Lives Through Effective and Caring Service”
900 SOUTH FREMONT AVENUE
ALHAMBRA, CALIFORNIA 91803-1331
Telephone: (626) 458-5100
http://dpw.lacounty.gov
June 28, 2024
MARK PESTRELLA, Director
ADDRESS ALL CORRESPONDENCE TO:

P.O. BOX 1460
ALHAMBRA, CALIFORNIA 91802-1460

IN REPLY PLEASE
REFER TO FILE: SWQ-5
Mr. Chris Minton
Larry Walker and Associates, Inc.
720 Wilshire Boulevard, Suite 240
Santa Monica, CA 90401
Dear Mr. Minton:

SUPPORT SERVICES FOR DEVELOPMENT AND IMPLEMENTATION OF A

DOMINGUEZ CHANNEL ESTUARY SEDIMENT ASSESSMENT STUDY AND

UPDATES TO THE CONTAMINATED SEDIMENT MANAGEMENT PLAN FOR THE

DOMINGUEZ CHANNEL WATERSHED
AS-NEEDED CONSULTANT CONTRACT NO. PW15727
PROJECT NO. F21815M07
This will serve as your Notice to Proceed for the services outlined in the enclosed proposal dated May 13, 2024. You are authorized to proceed with Tasks 1 and 2 for a total cost not to exceed $67,000.

No other tasks in the enclosed proposal shall be initiated unless notified in writing by the Los Angeles County Project Manager. All work shall be conducted in accordance with the terms and conditions of the Consultant Services Agreement No. PW15727.

If you have any questions, please contact me at (626) 300-4665 or [email protected] or your staff may contact the Project Manager, Ms. Kara Plourde, at (626) 300-4634 or [email protected].

Very truly yours,

MARK PESTRELLA, PE
Director of Public Works
MARK A. LOMBOS, PE
Assistant Deputy Director
Stormwater Quality Division
KP:aa
Q Drive\Sec\2024 Docs\Ltrs\NTP_DCE Sediment Assessment Study_LWA Enc.

Carson City CouncilOctober 20, 2026

Carson City Council
October 20, 2026